Legion Of Ultimate Superheroes
by ActionBoy 87
Summary: When Ben loses everything and everyone he loved to Vilgax, Professor Paradox sends the Omnitrix wielder to the 31st century to live in New Metropolis; where he will live, train, and fight with other teenage heroes with special powers and abilities: The Legion Of Superheroes. (With the assistance of Codecrash)
1. Prologue

**Disclaimer: I don't own the Ben 10 series, Legion Of Superheroes, or their characters. Both shows belong to their respective creators.**

**I'm just doing this for fun. It's weird that no one came up with a Ben 10 and Legion of Superheroes crossover yet. That is until now.**

**Since this is after the Diagon arc, ****Ben is 16 years old in this story, his Ultimatrix is replaced with the new Omnitrix from Omniverse; and it has the same Evolutionary Function the Ultimatrix had. The new Omnitrix is cool, but it's a bummer that it can't let Ben evolve some of his aliens anymore, and that's what made the ****_Ultimate Alien _****series really awesome. ****BTW, all of Ben's alien transformations that appeared prior to Omniverse, will look just like they did in AF and UA.**

**Prologue**

This wasn't what he wanted to happen. This wasn't how it supposed to be. He had been a hero and for what? They were dead. All dead Mom, Dad, Grandpa Max, Aunt Lily, Uncle Frank, Gwen, Kevin, Rook...Julie, and even the entire town of Bellwood.

_'Why me? Why did this have to happen?'_ thought 16 year old Ben Tennyson with tears streaming down his face. It was around midnight in Bellwood, and the smoke was still visible on the horizon. Ben was seated on the ledge of a twenty-story building, his legs dangling off the side. While his clothes were torn, his body was covered in bruises and cuts, and dried blood coming from his forehead and mouth. It all happened out of nowhere for Ben.

It all started when Ben was assigned to a solo mission on another planet. When he came back, he found his hometown Bellwood under siege, courtesy of his archenemy Vilgax the Conqueror. Everywhere Ben looked robot drones of all shapes and sizes were massacring the Bellwood human population. Even the Undertown alien civilians suffered the same fate. Fighting his way through the countless drones that served Chimera Sui Generis, Ben tries to contact Rook and his grandpa Max to check on them, but received no response, just static noises. The teen hero feared the worst and eventually made it to his house. Upon opening the door, Ben was greeted by a horrific sight. His parents, Gwen, Kevin, Grandpa Max, Uncle Frank, Aunt Lily, his partner Rook and girlfriend Julie were all lying on the floor, bleeding excessively. Ben immediately went to check each for a pulse, some sign they were still alive. The shock and horror was growing more evident on Ben's face after every passing second. Unfortunately, they were already gone. At that time, he heard what sounded like heavy, metallic footsteps. Ben whirled around only to come face to face with his archenemy, Vilgax. The squid-face warrior told Ben that he killed them in a superior, smug tone of voice. Something inside Ben snapped. Vilgax has done a lot of things in the past that were enough to throw anyone over the edge, but this time he has _**definitely **_gone too far. And Ben was going to personally make him pay for it.

Instinctively, Ben activated the Omnitrix and was prepared to put Vilgax in a world of pain. Excruciatingly, rage-fuelled, vengeful pain. They took their fight to Bellwood and Ben proceeded to throw everything his best aliens had at Vilgax. The thought of his dead loved ones only fuelled Ben's already enhanced anger, allowing himto use his alien's best potential to cause heavy damage to the Chimera Sui Generis.

Once he was sure he made his most hated enemy's last moments was a living hell, Ben decided it was time to end this. While Ben was normally against killing his enemies, even those who deserved it, he knew that he had to make an acceptation for Vilgax considering what he has done. Vilgax murdered Ben Tennyson's family, and the alien shape-shifter wasn't gonna let it slide this time. He transformed into Ultimate Way Big, and using the evolved Tokustar's enhanced cosmic rays, it was enough to obliterate the squid-like alien until he was certain there was no trace of him left behind.

Ben may have finally rid the universe of its most feared alien warlord, but what good did it do? While part of Ben felt satisfied about avenging the deaths of his loved ones, he knew it wouldn't bring them back. Even if his body still cried in pain from the battle, he didn't care. It was the mental pain that truly broke him, not the physical pain.

"I can't do this. Not anymore," Ben muttered to himself. What was there to fight for? What was there to _live _for? Azmuth could have his God forsaken watch back. Ben didn't want it anymore.

The last of the Tennyson family stood and looked down at the pavement below. He would be meeting it up close and personal real soon. The hero known as Ben 10 closed his eyes and toppled forward, the air hitting his face as he prepared for oblivion. But before he could meet the ground, his body is consumed in a bright white flash of light, and he disappears, leaving the ruins of Bellwood completely deserted.

* * *

><p>Ben slowly opens his eyes. "Huh?" First he realizes that he's still a alive. Second he notices he's not in Bellwood anymore. He was now where it appeared to be a dark black space with thousands of star-like objects twinkling far in the space. If someone looks properly at those twinkling object then, they can see that it is Galaxies.<p>

"We meet again, young Ben." said a voice behind Ben. He turned around to see a fair looking man in his late thirties with black eyes and hair, wearing a white lab coat over a brown jacket and black trousers. Underneath the brown jacket he was wearing a white shirt with a black tie. He had also a green goggles wrapped around his neck while a golden coloured pocket watch grasped in his hand.

"Professor Paradox? Where am I?" Ben asked now facing the time traveler in front of him.

"You are in Space-Time-Continuum Stream rift from where all universes originates" Paradox said as he started walking

"Why am I here?" Ben asked following Professor Paradox.

"Well I was in the neighborhood just as I took notice of your suicidal attempt." The Professor explained, referring to how Ben jumped off that building. "Figured I had to intervene."

Ben frowned as he looked down to his feet. "What good is saving me when it's already too late?" he asked. "I may have put Vilgax in his place for good, but it's not gonna bring my friends and family back, now is it?" he asked rhetorically.

Paradox gave Ben a sympathetic look. "I am really sorry Ben… I…" Paradox apologizes before being interrupted.

"It's not your fault Professor Paradox." Ben assured his time travelling friend."You didn't do anything." Ben said sadly as his eyes began to water.

"Exactly. I didn't do anything, nor that I could have able to do anything." Paradox said sadly "That's why I am sorry."

"I just wish...somehow I would have been there for them…" Ben said "I didn't even get one last chance to see them."

"It couldn't be helped, Ben." Paradox informed the teen. "Vilgax is known to use cowardly methods to earn the distinct advantage against his enemies."

A tear runs down Ben's eye. "You could have warned me Professor Paradox." He continued, his voice slightly rose. "Maybe then I could have saved them from Vilgax."

"Ben, you should have known by now that I cannot mess with the continuous time stream, let alone alter it." Paradox explained in his defence. "I had warned you before that the time will come when you will have to make an Ultimate decision"

"I didn't have any other choice." Ben said looking down at his feet again.

"There had always been a choice Ben." Paradox told him. "But the outcome would have been same or may be a little different if you had learned what Magistrate Max Tennyson had said you."

"Can't Alien X bring everybody back? Is it possible that they will second my motion?" Ben asked desperately, believing his Celestialsapien form was his only hope.

"I highly doubt that. As far as I had known them, Celestialsapiens also prefer not to mess with the balance of nature. However; and this is just a hunch, there is a slight chance that they could if you able to make them agree to motion it by giving good reason, granted if you have any." He added.

"And you?" Ben asked again, still with a slight bit of hope present deep down his heart.

"I am sorry, Ben." Paradox apologised again. "There are some things which are even out of my own reaches. Even if I had the power then also I couldn't… I can't alter that which is destined."

Ben was now downtrodden as his hopes of seeing his family and friends again went down out the window. "Then why am I here?" he asked in confusion.

"Life is providing you a second chance Benjamin." Paradox explained with a smile. "I am transporting you into the distant future. A new era where you will live your life from now on. A fresh start if you prefer."

Ben was surprised by this piece of news. He's going to start a new life for himself? One without his loved ones beside him? He looked to the side, looking unsure. "I don't think I am ready for that yet." Ben admitted

Paradox walked up to the teen and puts a comforting hand on his shoulder. "I know you are," he said with a reassuring smile. "And there is no other place for you now. Is there?" he asked.

"No." Was Ben's simple answer. Where else could he go? There's nothing left for him to go back to in Bellwood now that his loved ones "So, where am I going?"

"You will see." Paradox said with a smile.

Next thing, Ben was coated in a white flash, and he disappeared.

Paradox's smile became half-hearted. "Goodbye, my friend. And good luck."

* * *

><p><strong>NEW METROPOLIS<strong>

In the distant future of New Metropolis, we find seven teenage individuals flying through the air; three boys and four girls.

The first boy had orange hair and wore black outfit with lightning-style designs across it, yellow boots that reached below his knees, and his noticeable trait was the lightning bolt-shape scar on his right eye.

The second boy was a mechanical being, with his face and hands covered in green "skin". The rest of his body was covered in purple armor. His blond hair is short and messy, which barely concealed the three, whitish-gray circles in a triangular pattern on his forehead. A similar pattern was on his upper chest.

The third boy is rotound, had spiky black hair that goes backwards and he wore with a blue and black outfit and yellow goggles.

The first girl has a well-fit body with waist-length blonde hair, white skin, curvy thin blonde eyebrows, and pink eyes. Also, she has pink lips that match her eye color. Her ears are strangely pointed at the top. Her uniform is a pink and white body suit with a white shoulder-armor that goes up to her neck (with a large black 'T' on the neck part), and a small pink saturn logo is on the middle of the armor. She also wears white gloves and large white boots. She wears small pink Saturn earrings on her ears.

The second young girl had black hair that reach her mid-back, with two circular, white hair clips, pale blue eyes, and grayish-blue lips. She wore a formfitting outfit of black and white, as well as a long white cape. She top had a black strip going down the middle on her chest area was a white symbol representing a ghost's head.

The third girl's costume and hair were equally divided into parallel stripes of white, purple and orange. One of her purple eyes was obscured by her hair.

And the fourth girl wore clothes that were skintight and adapted to her winged physique. What she wore looked somewhat like a Native American themed leotard, but upon closer inspection it was easy to see it was a functional uniform. Her yellow suit covered her arms and torso, leaving her hands and thighs bare. Her midriff was bare from her throat to the bottom of her stomach, showing a healthy expanse of cleavage and her bellybutton. The part of her tunic covering her arms had three inch fringes from her wrists to almost her shoulders. Her matching yellow boots also had similar fringes on the top of them.

All of them had golden medal-like belts with an 'L' in the centre, and they also had matching yellow rings with similar logos. These are Lightning Lad, Brainiac-5, Bouncing Boy, Saturn Girl, Phantom Girl, Triplicate Girl and their newest recruit; Dawnstar. The Legionnaires are currently patrolling their city.

"The Fatal Five have been awfully quiet lately." Brainy said.

"Yeah, a little _too _quiet." Dawnstar agreed. "What I wouldn't give for a crisis to happen where we end saving the world and crush some bad guy skulls." The winged warrior said angrily, crossing her arms under her chest.

"I know what you mean, Dawnstar." Saturn Girl agreed. "But the fact that the Fatal Five haven't been causing trouble lately must mean they're up to something big."

"Yeah, but the only question is; what it is?" Bouncing Boy added.

"Still, I agree with Dawn." Lightning Lad spoke, using Dawnstar's nickname. "I'd kill for something interesting to happen. Even a small bank robbery to keep from dying of boredom."

As soon as Lightning Lad said that, a large pillar of light could been seen in the distance, not to far from the seven airborne teens. They stopped midair as they stared at the light in awe.

"What the hell going on over there?" Triplicate Girl asked.

"Don't know. Probably trouble." Saturn Girl answered. "We should go investigate."

"FINALLY! SOME ACTION!" Dawnstar exclaimed with a fist pump, her boredom now replaced with excitement as she flew ahead of the team.

"Dawnstar, wait!" Brainy called to her. Whether she didn't hear the Coluan and ignored him is unknown as she continued her flight towards the light pillar.

Triplicate Girl sighed in amusement. "That's Dawnstar for ya, always so enthusiastic."

"I have a feeling that enthusiasm will be the death of us one day." Saturn Girl remarked before she and the others followed after the winged-metahuman at their own pace.

* * *

><p>Dawnstar flew towards the base of the light pillar. As she drew closer, the pillar of light disappeared, leaving behind a crater that was about 20 feet wide and 10 feet deep. When the metahuman flew down into the middle of the crater, she was bewildered and confused at what she saw right in front of her. She saw a young teenage boy with brown shaggy hair that appeared to be more or less her age, dressed in a pair of brown pants, white &amp; black sneakers, a black and green shirt with a 10 in the middle, and a white hoodie which were all torn apart. But as Dawnstar looked over the boy closer she saw that his entire body was covered with bruises and cuts that were coated with dried blood.<p>

All in all the boy looked like he had being in the fight for his very life and barely managed to come out of it alive. But what got Dawnstar's attention the most was the strange green-and-white watch-like device that was attached to the boy's left wrist.

"Dawnstar!" Brainy called as he and the others finally caught up to her. They joined her in the crater and their eyes instantly widened at what she found.

"Oh my God." Triplicate Girl gasped, her hands over her mouth.

"Dude looks like his he's been fighting for his very life." Lightning Lad remarked.

"Wonder what happened to him?" Phantom Girl asked.

After studying the boy's body, Brainy took notice of the watch-like device on his left wrist. The Coluan's eyes widened, almost as if in recognition. _'Can it be?'_

"I know who he is." Brainy said, making the other six teens look at him in confusion.

"You do?" Bouncing Boy asked. "Who is he?"

"I'll tell you later." Brainy answered. "Right now requires immediate medical attention. Let's take him back to Legion Headquarters."

Dawnstar picked up the boy in her arms as carefully as she could holding him bridal style close to her chest.

"Let's go." Brainy ordered. With that, the Legionnaires took off into the sky and headed back to HQ, as the only thought going through all their minds was who this boy was and where he came from.

* * *

><p>Back at HQ; inside the medical room, the seven heroes were checking over the boy's health. He was currently positioned on a medical bed, with a white blanket over him and appeared to be in a deep sleep.<p>

"Kid's had it rough, that's for sure." Lightning Lad noted.

While Saturn Girl was running the medical systems, Bouncing Boy turned to Brainy and said. "You said you know who he is. So who is he?" he asked.

"His name is Ben Tennyson." Brainiac-5 announced, looking over at his fellow legionnaires.

"Alright, we know his name. Now what's with the watch thing?" Phantom Girl asked, pointing toward the green-and-white watch. When they took off Ben's shirt, the team had noticed the alien device and tried to remove it as well, to no avail.

"It is a powerful device known as the Omnitrix, which allows him to transform into various alien species and use their abilities." Brainy answered.

Now the rest of the teens were getting interested.

"How do you know all that?" Dawnstar asked.

"Ben Tennyson was once known to be the greatest hero in the universe." Brainiac-5 explained. "Many years ago; back in the 21st century, Ben Tennyson found a similar Omnitrix when he was only ten years old. It's said that he found said device while on what humans refer to as 'Summer Vacation'." The Coluan explained.

Everyone's eyes widened when they heard that this kid became a hero at age ten. That was, without a doubt, the youngest person in history to become a superhero. Even younger than most of the Legionnaires. He had taken on a huge responsibility at a young age.

"The universe's greatest hero... And it all started when he was just a kid?" Saturn Girl asked Brainy, the latter nodded in response.

"Well at least now we know who he is." Bouncing Boy said. "But that still doesn't explain what he's doing here in the 31st century."

"Perhaps he'll tell us once he's awake." Triplicate Girl suggested.

"One of us is going to have to watch over him until he regains consciousness." the Coluan said.

"I'll take first shift." Dawnstar volunteered.

Brainy nodded in understanding. "Okay, we'll go in shifts."

With that, the rest of the Legionnaires left the room to do their own things, leaving Dawnstar to watch Ben until he awoke. She grabs a chair, places it near the bed and sits while watching the brunette. As the metahuman watched Ben in his slumbering state, a certain thought was stuck on her mind about him.

_'He's kinda cute.'_

* * *

><p><em><strong>(One month later)<strong>_

Ben slowly woke up with a groan, his vision blurry at first. He saw bright lights and what looked like a shiny metallic ceiling. Then he felt something rubbing gently against his right cheek. Confused, Ben turned his head to the right and saw that thing rubbing him was a hand, and that hand belonged to a dark-skinned girl with blue hair and wings on her back. Ben noticed how the front part of the girl's outfit revealed a little bit of her cleavage, causing a faint blush to appear on his cheeks.

Luckily, the girl didn't notice as she was busy smiling at seeing Ben's awakened state. "Are you feeling better?" Dawnstar asked.

"W-Who are..." Ben tried to say, but was still feeling a bit fatigue.

"My name is Dawnstar." She introduced herself. "I'm a friend. You're Ben Tennyson, right?" she asked.

"Uh, yeah," Ben managed to nod. "How'd you..." before Ben could ask how she knew his name, he felt a slight pain in his chest. Removing the blanket over him, Ben looked down at himself and saw that his hoodie and shirt were gone, revealing he had a few bandages around his torso, right arm and shoulders.

"Where am I?" he asked Dawnstar.

"You're in the Legionnaire medical room. You sure are lucky we found you otherwise you'd be a goner." She explained as Ben sat up.

"Uh..." Ben said, pointing to the wings on Dawnstar's back.

"What?" she asked in confusion before realizing what he was pointing at. "Oh, these?" she giggled. "Don't worry. The wings have adapted to me, but I'm really human like you."

"So...you're some kind of metahuman?" Ben asked.

"Sure am!" Dawnstar said, smiling proudly. "Nice to meet you by the way." she said, offering Ben her hand.

Ben took her hand, only to cringe to pain from the tightness of the girl's grip. "Ouch!" he yelped, pulling his hand back and rubs it to ease the pain.

Dawnstar laughed sheepishly, "Sorry, sometimes I forget I've got a strong grip." she apologized before realizing something. "Oh, right! You haven't met the others yet. Come on." Dawnstar urged pulling Ben by his arm and leads him out of the room.

She leads Ben into a large living area where the rest of the Legionnaires were waiting. They saw Dawnstar with Ben walking into the room and they immediately approached them; Brainy in the front.

"I see you've made a full recovery, Mr. Ben Tennyson." The Coluan said politely.

"Uh, yeah." Ben said awkwardly "So, who do I have to thank?"

"Right, forgive me. I suppose introductions are in order." Brainy said before he offered his hand to Ben, which he accepted. "I am known as Brainiac 5."The Coluan then gestures towards the other teens present.

"This is Bouncing Boy."

"How do you do?" the chubby boy smiled.

"Saturn Girl."

"It's a pleasure." The blond girl said politely.

"Phantom Girl."

"What's up?" The girl in the black and white suit said with a wave.

"That's Lighting Lad."

Lightning Lad responded with a nonchalant wave. To Ben, he reminded him of Kevin.

"Her name is Triplicate Girl."

"Why are you called that?" Ben asked.

The Carggite smirked, and much to Ben's surprise, she suddenly divided herself into three identical; orange, white and purple versions of herself.

"Right." Was all the awed Ben could say, now understanding the name.

"And you've already met Dawnstar." Brainy finished, gesturing to the winged metahuman standing next to Ben.

Ben found their names to be somewhat peculiar. But then again, he does give his own aliens unusual names, so who was he to judge.

"And we, are the Legionnaires." Brainy said, going by the team's name.

Ben cocked an eyebrow. "Legionnaires?" he repeated. "Is that some kind of baseball team?"

"See, Brainy? Even he thinks it's a weird name." Lightning Lad.

The Coluan ignored him and started to explain to Ben, "To simplify, we're basically teenagers who are given to duty to use our unique powers and abilities to battle against evil adversaries and protect the innocent all around the universe." He explained. "We're not too different from the legendary Ben Tennyson. Except," he chuckles "Most of us are aliens."

Ben was already able to tell that most of these Legionnaires weren't human. He had suspected it before, but had not taken enough notice to tell. Although there were some humans back in his own time who inherited alien abilities, his cousin Gwen being a perfect example, most people he knew with bizarre powers were not human, or not entirely human. Most of these Legionnaires before him, with the exception of Bouncing Boy and Dawnstar, were not human at all. It was very subtle, as whatever species they were greatly resembled human teenagers, but Ben was skilled enough to see past that subtlety. Having lived most of his life fighting aliens and alien-hybrids, or even living beside them, some of whom greatly resembled humans (such as his old friend Ester and old enemy Aggregor), allowed Ben to make the distinction between humans and beings that merely looked like humans.

"Brainy filled us in on who you are and you're Omnitrix." Saturn Girl told the brunette.

"We were kinda hoping you could tell us more about why you're." Triplicate Girl added.

"Yeah, it's not every day you find a hero from the 21st century appear in New Metropolis in a flash of bright light." Lightning Lad remarked.

_'New Metropolis? Is that where Paradox sent me?' _Ben thought.

"So, what brings you here in the 31st century?" Phantom Girl asked.

Ben thought about it, "Well...where do I start? You guys might wanna sit down for this."

Ben spent a good one and a half hours explaining to the superhero teens about his current situation. Starting with how his long time arch enemy Vilgax met when he was 10 years old; back when he had the prototype Omnitrix, including their history. Next he explains how Vilgax unleashed an attack on his hometown Bellwood while he was gone. He was somewhat hesitant to explain how Vilgax massacred not just the Bellwood citizens, but as well as his family and friends. Then he tells them how he and Vilgax engaged in an intense battle which resulted in Bellwood being reduced to ruins, until Ben went Ultimate Way Big, and using his enhanced cosmic ray attack to vaporize the monster that ruined his life for good. Ben was majorly depressed and blamed himself for the loss of his loved ones. Needless to say that most of the Legionnaires; especially Dawnstar was shocked when Ben mentioned he attempted suicide just so he could join his loved ones.

"And that's when you found me in your city." Ben finished.

The other teens stared at Ben in awe; most of the females giving Ben sympathetic looks. It must have be rough to have your loved ones killed so mercilessly.

"Whoa." Triplicate Girl said, breaking the silence.

"That explains why you were all banged up when we found you." Lightning Lad said.

"The grief you endured at the loss of those close to you must have been overwhelming." Saturn Girl said with sympathy.

"Wouldn't you if you experienced the same thing?" Bouncing Boy asked.

Brainy had a thoughtful look. He was considering making a special offer to Ben. An offer he knew that even he couldn't refuse. But first, "I took the liberty of making new clothes for you."

As he said that, Dawnstar walked up to Ben and handed him some folded clothes, including a belt. "Bathroom's down the hall to your left." She told

Ben nodded a thank you and departed to change into the clothes given to him. After a few minutes passed, Ben came back and the Legionnaires looked to see him in his new attire.

He now wore a green-striped black shirt with long sleeves, black fingerless gloves, brown pants, and black boots that reached below his knees; similar to Lightning Lad's and Saturn Girl's. He wore a gray belt with brown pouches on them. On the chest area of his shirt; where the green stripe goes down, was a black circle, outlined in white and had a green hourglass symbol on it, representing the Omnitrix.

He looked to everyone, as he asked, "Well, what do you think?"

Phantom Girl smirked, "Looks good on you."

"You can thank Dawnstar for sewing them up for you." Bouncing Boy added, jerking his thumb to the winged-human.

"I like to stitch." Dawnstar said with a shrug.

"Now, would you care to be treated to dinner?" Brainy offered.

As if on cue, Ben's stomach growled. He smiled sheepishly as he held his stomach.

* * *

><p>Later, in the kitchen area of HQ:<p>

Ben is seated at a large table surrounded by mountains of dirty plates and dishes. He shovels the last bit of food with a fork into his mouth as if his life depended on it. Finished, Ben puts the plate down and pats his now stuffed belly, letting out a satisfied belch and sigh.

"That _really _hit the spot." Ben said with a smile.

Watching from the door, the Legionnaires stared at him dumbfounded at how one boy could put away so much food in under seven minutes. Though they couldn't blame him. If they'd been in a fight for their lives, leading to a month of unconsciousness, they'd probably be starving too.

"Dude sure can put it away, can he?" Lightning Lad remarked. "So, what do you guys think?" He asked as they were discussing what to do with the Omnitrix wielder.

"Well, we can't just take him back to his own timeline. He has no family, no friends, no home, and no life to go back to." Saturn Girl pointed out, everyone else nodding in turn.

"I say we add him to the team." Phantom Girl insisted. "Considering everything you've told us about what Ben can do, he'd totally make a great addition."

"Yeah, we could use some more boys around her." Bouncing Boy agreed. "Besides, it's not like he has anyway left to go."

"His table manners are left to be desired, but having Ben Tennyson on our side would definitely give us an edge the next time we encounter the Fatal Five." Triplicate Girl also agreed.

"Besides, he is kinda cute. I wouldn't mind if you stuck around." Dawnstar added with a smirk, getting odd looks from the others.

"Now, hold on." Lightning Lad said. "Fancy wrist-watches and stories only prove so much. Why don't we see how the kid does in combat first,_before _we consider making him an addition to the team?" He insisted.

Brainy nodded before walking over to Ben, who was wiping his mouth with a napkin before he noticed the Coluan approaching him.

"Ben," Brainiac said. "I have a special proposal to offer you."

Ben raised an eyebrow.

* * *

><p>Later, Ben found himself standing in the HQ training room, or more specifically, what appeared to be a large battlefield. Ben stood on one side while Lightning Lad stood on the other side. On the sidelines stood the rest of the Legionnaires. Brainiac-5 had explained to Ben that he's considering offering Ben a chance to join the Legionnaires, which surprised the Omnitrix bearer. Then the Coluan explained that first he and the rest of the Legionnaires wanted to see Ben as some of his alien transformations and what he can do with them, before they make an official decision. Lightning Lad volunteered to be Ben's opponent.<p>

Ben brought the Omnitrix up and activates it; a holographic ring pops up and he selects the alien he wants. "Ready when you are, Lightning Lad." He said to the Winathian.

Lightning Lad smirked and got into a fighting stance. "Ready."

Ben slaps down the Omnitrix core, and his entire body as engulfed by a green flash of light as he enters a transformation process. When the light fades, everyone looks to see Ben in a completely different form.

In Ben's place stood a being roughly at 10 feet tall, with well-developed muscles, two pairs of four-fingered arms, and red skin. A black stripe goes from his chin to his lower lip, and he has four green eyes: a main pair, and a smaller pair below them. He wore gold wrist and ankle bands, and wears black underwear that has a gold waistband, as well as two golden sashes that go across his chest. He has a black ponytail, and he had the green hourglass symbol where his sashes crossed on his chest.

**"FOURARMS!" **he cried out in a deep, gravelly voice as he pumped his muscular arms.

Lightning Lad and the rest of the Legionnaires stared with awe and interest.

"So that's how the Omnitrix works." Phantom Girl summed up.

"Oh, this is gonna be good." Dawnstar added, grinning in excitement.

"Let us see how Ben utilizes a Tetramand's strength against the electrokinetic abilities of a Winathian." Brainiac-5 finished.

Lightning Lad gave a type of grin which could only be described as excitement. "Alright, Mister Big shot," he said almost eagerly "Let's see if the great Ben Tennyson can live up to his reputation."

Fourarms returned with his own grin as he cracked his knuckles, "Go ahead and take your best shot." He replied.

Lightning Lad's scar, along with his eyes, started glowing as blue electricity crackled from his fists. Bringing his fists forward, he fired a bolt of blue lightning at Fourarms. Instinctively, the Tetramand brought all four arms up, using them as a shield against the attack. Thanks to his durability, he didn't feel much pain from the Winathian's electricity. Once the lightning ceased, Fourarms slammed the ground his two left fists, sending a powerful fissure straight at Lightning Lad. The Winathian jumped over it and flew straight at his muscular opponent. Giving a loud battle cry, Lightning Lad delivers rapid thunder punches into Fourarms, making the Tetramand stagger back a bit. Lightning Lad grinned, believing he had the upper hand. That changed when Fourarms managed to grab his Lightning Lad's arms with his top two arms before kneeing him in the gut, enough to make him cough up saliva, followed by a circle throw, and his back is slammed against the wall. Bouncing Boy, Phantom Girl and Triplicate Girl cringed, Dawnstar snickered at Lightning Lad's pummeling while Saturn Girl and Brainiac-5 continued to watch with interest.

After recovering, Lightning Lad fired another blast of lighting, forcing Fourarms to dodge. The Winathian then began a barrage of the same attack, preventing Fourarms from getting close. He knew that he couldn't out-muscle a Tetramand, so he settled for using distance-attacks to wear him down. Unknown to Lightning Lad, Fourarms saw through his tactic and decided to switch forms. He slaps the Omnitrix symbol on his chest and is covered in the familiar green flash of light.

When the light faded, everyone saw that Fourarms was gone and in his place stood a humanoid, seven foot tall, plant-like alien that has an overall green and black colored body, mostly with a flame-patterned head and root-like feet, seemingly holding rocks. Also, his shoulders and head have red petals. He too wore the Omnitrix symbol on his chest.

**"****SWAMPFIRE!"** he yelled; due to not having a nose, his voice sounded stuffed and nasally.

The Legionnaires were surprised. They had no idea Ben can switch between alien forms.

"So now he's a Methanosian?" Triplicate Girl asked.

"How many aliens does this guy have?" Bouncing Boy asked.

"Over 70!" Swampfire answered, having heard BB's question, before bringing his attention back to his opponent. He grabbed a few of the seeds growing out of his shoulder and flung them at Lighting Lad's feet. The Winathian was confused for a second, before he found himself trapped in a bed of green vines. Taking advantage of his opponent's struggles, Swampfire brought his hands together in front of him and launched a condensed stream of flames at Lightning Lad. The electric Legionnaire gaped at the incoming flames. Thinking quickly, he coated his body in electricity, frying the vines off, just in time to fly out of the flame's path.

Shooting himself forward, Lighting Lad punched Swampfire in the gut, and his eyes widened when his fist punched right through him. He could feel nothing but plant life and gunk as he did. Grimacing in disgust, he noticed that Swampfire just looked at him as if he hadn't been hit at all. Then he grinned.

"Nice try," Swampfire said before slamming his fist into Lighting Lad's face. The blow knocked him back, but he quickly regained his balance in the air. He looked at the hole his fist had made. Then he did a double take when he saw the wound instantly close up.

"Regeneration," he explained before slapping the Omnitrix symbol, once again coating him in a green flash. Now standing before Lighting Lad was a nine feet tall, muscular orange and white bipedal tiger with one black claw coming out of the back of his hands. He has no tail and has green eyes. He has stripes on his shoulders, head, legs and upper body. He has a white jaw, neck, chest plates, hands and feet, and the Omnitrix symbol on his chest.

**"RATH!" **the creature roared in a deep voice, and then glared at Lighting Lad.

"Come on, what's with all the costume changes?" Lightning Lad asked, a little annoyed. "Just pick one!"

"Let me tell ya something, Lightning Lad! You want a piece of Rath?! 'Cause Rath ain't gonna hold back!" Rath yelled at the Winathian, ignoring his question.

"That makes two of us!" The Winathian Legionnaire retorted before he fired a massive blast of lightning at the Appoplexian, who was devoured in an eruption of black smoke.

Lighting Lad snorted in satisfaction. "Smoked tiger." He quipped arrogantly while folding his arms. But he turned shocked when the smoke cleared, revealing the Appoplexian to be completely unharmed, staring back at Lightning Lad with a bored look. He simply cracked his neck, waiting for his opponent's next move.

Growling in frustration, Lighting Lad shot forward and launches a strong punch with his right fist at Rath's face, who was completely unfazed. The only result was Lightning Lad clutching his right hand, groaning in pain from punching Rath. It was like a normal human trying to punch a statue.

"How come that didn't work?" Phantom Girl asked Brainy.

"Appoplexian's are known for their excessive durability." The Coluan explained. "In Ben's current form, he feels little to no pain at all."

"IS THAT ALL YOU'VE GOT!?" Rath demanded to Lightning Lad. "A little old lady with a handbag full of marshmallows could hit harder!" then Rath crouched low, "Now it's Rath's turn!"

Rath leaped towards Lightning Lad, shoulder-ramming him, and sends the Winathian teen flying backwards, but was able to roll into a fighting stance, but rubbed his chest, a little sore from the attack. Rath jumped high in the air and landed behind Lightning Lad.

"Sirius Butt-Kickin'!" Rath yelled out before kicking Lighting Lad in the rear, knocking him on his face. This caused a few of the Legionnaires to laugh. Rath then jumped into the air again. "Polaris Piledriver!" he then delivered a devastating body slam, the impact leaving cracks in the ground.

Lightning Lad recovered quick enough to kick the Appoplexian across the face, before grabbing him by the arm and gives him a toss across the battlefield. Rath's regains his balance before landing on his feet.

He slapped the Omnitrix symbol, was covered in yet another green light. He transformed into a large green, turtle-like alien with a circular body. He has eight holes in his chest, has large flipper-like arms and stumpy legs. The Omnitrix symbol situated on his chest.

**"TERRASPIN!" **the giant turtle alien declared in a somewhat sleepy tone.

The Geochelone Aerio jumped a few feet in the air and hovered in place. His head disappeared into his shell while his arm-flippers straightened out, and his leg-flippers came together to form a third blade. Suddenly, the three blades began to spin as gusts of wind blew out from the holes in Terraspin's shell.

Lightning Lad was unprepared from the strong gale. He held out his arms in front to shield himself, the wind steadily pushing him back. Terraspin kicked it up a notch by concentrating his gusts into a powerful twister. As a result, the Winathian was blown off his feet and hurled into the air. Terraspin ceased his wind attack, his propellers still spinning rapidly, and launched himself at Lighting Lad like a giant buzz saw. The Winathian's eyes bugged out at the incoming turtle-alien. He managed to just barely duck, the spinning blades inches away from his face, before blasting Terraspin in the back of his shell, and sends the Geochelone Aerio hurtling to the ground.

Thankfully, his thick shell shielded him from feeling too much pain. Terraspin looks up to see his electric opponent flying down torwards him, a fist coated in electricity, ready for a final blow.

Thinking quickly, Terraspin once again touched the Omnitrix symbol with his flipper, and transformed into yet another being, who represented a living planet. He was a large, bulky, reddish-brown alien with rocky skin, a giant mouth and a molten lava planet core at the center of his body. His feet are tan with three toes. He has three fingers and one thumb on each hand. He wears black shorts with white stripes and a white belt with black stripes. The Omnitrix symbol was positioned on his core.

**"GRAVATTACK!" **the new alien shouted.

Just meters before Lightning Lad's electric fist could make contact, the Galilean held out his hand. Suddenly, all the momentum the Winathian teen gained was lost as he stopped in mid-air.

"Hey!" Lightning Lad shouted with shock and confusion. "What the hell's going on?" he demanded.

"Lightning Lad will surely have a hard time countering the gravikinesis capabilities of a Galilean." Brainiac-5 remarked.

"Wanna go for a spin?" Gravattack asked with a grin before he levitated in the air and rolled his body into a rocky planetoid shape. The Galilean used his gravikinesis to pull his opponent into an elliptical orbit around his body. The Omnitrix teen increased his pull on Lightning Lad and before long the electric teen was being spun around him at insane speeds until he was nothing but a blur.

Lightning Lad looked like he was about to hurl, but quickly thought of a plan. His body gave of a discharge, and because he was being spun around Gravattack's body, it looked like the Galilean was surrounded by an electric ring. A ring that sent of 10 000 jolts of electricity; the velocity of Lightning Lad's spinning making them more powerful. It was enough to make Gravattack cry out in pain, forcing him to free the Winathian from his hold. Gravattack collapsed on the ground and in a bright flash of green light, Ben was back to normal, but he still managed to stand strong.

"I'm not done yet!" Ben quickly activated the Omnitrix again. He knew that it was running out of time, so if he was gonna win, he had to end this quick. He slapped the Omnitrix core, once again coating his body in a green flash. The flash faded and in Ben's place stood a being that seemed to be hidden under a dark blue cloak. All that could be seen of its body was a blue face with large green eyes and a mouth that looked like clenched teeth. Blue claws and feet were also seen coming out of the sides and bottom of the robe. He exhaled and gave off mist, indicating a chilly breath.

That was when he unfolded his wings. The cloak was in fact a large pair of blue moth-like wings. He appeared to be a lean, humanoid, moth-like alien, whose wings and antenna could fold up into a hooded robe, giving him the appearance of a phantom. His body was black with blue and white spots on his arms and legs that resembled ice chunks, a light blue torso and large green eyes, as well as a three grilled tooth mouth in the shape of a frown. He had three fingers and a thumb on each hand, and two toes on each foot, and a third toe-like extension on his ankles. He wore the Omnitrix dial on his chest.

**"BIG CHILL!" **the alien cried in a whisper of a voice. "Let's try this again."

Phantom Girl gasped when she saw Big Chill. "A Necrofriggian."

"You know him?" Triplicate Girl asked.

"Yeah," Phantom Girl nodded. "Necrofriggian's are insectoid aliens from the planet Kylmyys. Their powers are similar to my people. I always did wanna see one in person."

Lightning Lad once again fired a powerful blast of lightning at his opponent. Big Chill made no attempt to dodge as he merely stood in place; instead, the blow went _through _Big Chill, as if he wasn't even there!

"Intangibility," Big Chill explained. "Nothing you've got can hurt me." He then took a deep breath and blasted a cloud of freezing air at Lightning Lad which solidified into a block of ice, but the Winathian coated his fists in electricity and punched his way through, shattering the ice to pieces.

"Okay, that didn't work." Big Chill said in annoyance "...then I guess it's time to go ultimate!" he slapped the Omnitrix symbol on his chest and four spikes popped out. Suddenly, a wave of green light surfed through Big Chill's body as it took a some changes to its coloration. His torso and the markings on his black body went from blue to red. His wings and antennae now had a flame design. He also now has a mask-like flame tuft on his face, and the Ultimatrix symbol is displayed on his chest.

**"ULTIMATE BIG CHILL!" **he cried in a more gravelly tone than he usually did.

"Whoa, what's he doing?" Bouncing Boy asked.

"Ben seems to be calling upon a hidden power." Saturn Girl replied.

"Not to mention that he also seems to be able to upgrade the bodies of his aliens." Triplicate Girl added in.

Ultimate Big Chill extended his arm and fired a stream of flames out from his hand. Lightning Lad was quick to fly out of the way; however, what he didn't notice was once Ultimate Big Chill's fire hit the ground, it suddenly turned into ice.

The evolved Necrofriggian inhaled deeply before exhaling a powerful torrent of fire from his mouth and at his opponent. Lightning Lad, who didn't have time to dodge, could only raise his arms up in front of his face as a futile attempt to block the attack. When the flames hit, everyone thought he was gonna get burned, but much to their surprise, the flames vaporized and turned into ice!

"What the Hell?! ICE?!" Was all Lightning Lad managed to say.

"Fire that freezes on contact?" asked an intrigued Saturn Girl. "Amazing."

"Actually," Brainy said. "It's not really fire. Evolved Necrofriggian's can project special plasma that sucks the heat out of anything it makes contact with." He explained.

"Or as I like to call it," Ultimate Big Chill said. "Fire so cold it burns."

Ultimate Big Chill then turned intangible and flew straight through Lightning Lad. But this didn't really occur to the young Winathian because most of his entire body was now encased in ice. Lightning Lad began to desperately use his electricity to try and break free, but Ultimate Big Chill engulfed the Winathian in his ice flames. Soon enough, Lightning Lad was encased in a boulder of ice.

"Well," Ultimate Big Chill said. "That ought to cool him off." He quipped.

"Who knew that even the defiance in laws of nature could be a useful weapon?" Phantom Girl asked.

Brainy smiled. To him, the winner was clear. "Ben, if you'd please unfreeze Lightning Lad."

"Sure thing," Ultimate Big Chill replied. He touched the Ultimatrix symbol and turned back to normal Big Chill. He touched it again then turned into he was replaced by a tall, humanoid figure that seemed to be made of magma. His head was surrounded by fire, and his hands were oversize; the Omnitrix dial was on his chest.

**"****HEATBLAST!"** he shouted in a deep voice.

The Pyronite raised his left hand at the frozen Winathian, and shot a mild stream of flames that instantly thawed him out. Afterwards, he returns back to his human form as the rest of the Legionnaires joined him.

"Not bad at all, dude." Bouncing Boy complimented Ben.

"Yeah, always nice to see bolt-for-brains get kicked around once in a while." Dawnstar remarked, earning an annoyed growl from Lightning Lad, which she ignored.

"You've got what it takes to make a great Legionnaire." Phantom Girl added. "So, wanna join the club?"

Ben shrugs. "Not like I've got anything to lose. I guess I could stick around for a while and see where this goes."

"Then you'll be needing these." Brainy said, presenting Ben with a black case. He opens the case and reveals what looked like a yellow belt and ring. The ring had a capital 'L' and a symbol representing a star in the middle, and had a black background. The belt had a similar symbol, except it was entirely golden. Ben recognized them as what the other Legionnaires wore and figured these are what all official members are required to wear. With that, Ben wears belt and places the ring on the middle finger of his right hand, before presenting them proudly to the Legionnaires.

Most of them applauded Ben, and he receives a handshake from Bouncing Boy and pat on the back from Triplicate Girl.

"Welcome to the Team." Brainiac-5 said to Ben.

"This is gonna be awesome!" Dawnstar cheered, as she suddenly wrapped an arm around Ben's shoulders, causing the young brunet to blush from her closeness. "We've got an actual legend on our side!"

"You're gonna fit in just right." Bouncing Boy chimed in.

Saturn Girl looked to see Lightning Lad had his arms folded and looking away. Frowning, the Titanian elbowed him in the ribs.

"Ow!" he whined in pain, "Yeah, yeah…welcome." the Winathian teen said before hesitantly holding out his hand to Ben.

Ben chuckled and shook his hand. He could tell that Lightning Lad was being a bit sour from being beaten, but he'll learn to get used to his attitude. He did with Kevin.

"Ben, now that you're one of us, you'll need to have a code name for when you are with us or on duty." Brainiac-5 told him.

"A code name?" Ben repeated.

"Yeah, we use them so that others don't know who we really are. Secret identities and all that stuff." Bouncing Boy replied.

"Oh, I think I get." Ben nodded in understanding.

"Don't suppose you had one back in your time?" Saturn Girl asked.

"Oh I did alright." Ben smirked. "Just call me, 'Ben 10'." he said as he proudly puts his fists on his hips.

That was when the alarm sounded, alerting them to a crime.

"Check it out, our first criminal alert in weeks." Dawnstar said.

If you're a criminal, you should be smart enough not to ruin the Legionnaires welcome celebration for a new recruit. Everyone looked at each other and then they looked at Ben.

"You ready?" Brainiac-5 asked.

Ben 10 smiled and nodded. "I was born ready."

Everyone else smiled at Ben's confidence before Brainiac-5 said. "Legionnaires, move out!"

The eight teenage heroes ran out of the training room; Ben 10 grinned and held up the Omnitrix.

"It's Hero Time!"

**End of chapter. ****Please review.**

**I thought it'd be a good idea to put a lesser-known character into the story. That's why I added Dawnstar.**

**This is just the Prologue. I'll be sure to make my writing better as the chapters go on.**

**Next Time: **_**Return of An Old Foe**_


	2. Return Of An Old Foe

**Disclaimer: I don't own Ben 10, Legion of Superheroes or their characters. Just some OCs that may appear in the story.**

**Before you read chapter, I'd like to say a few things:**

**First, an apology. Sorry if the update took long. Would've updated sooner if it wasn't for an inconvenience that caused my computer some problems. That and this chapter's a little longer than the prologue. I do hope that what you are about to read was worth the wait.**

**Second, I'd personally like to say thank you to the following people: Omarnosian10, Coderash, Rexfan1333, Spiderfan626, jakevoronkov1, EternityDragon2610, and Axle the Hedgehog for being the first to read, review, follow and favourite my story. Reviews and ideas can keep a writer motivated to write better chapters in the futures. I'm also okay with constructive criticism if necessary. BUT NO FLAMES! There's nothing an author like me hates more than flames.**

**That aside, now on to the story! Enjoy!**

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><p><strong>CHAPTER 1<strong>

**Return of An Old Foe**

A bank robbery was taking place in downtown New Metropolis. About 20 heavily armed criminals were holding the people hostage inside, who were on the ground.

"Listen up!" The gang leader announced, "We want all the money you've got stored right now, so hand it over and _maybe_, no one gets hurt." He threatened. "And if anyone tries calling the cops..." as if to make his point, he fires his laser gun at a nearby vending machine, destroying it. "You get the idea." He added with a sadistic smirk, further increasing the fear of the hostages. Just then, an eerie-looking black smoke came seemingly out of nowhere and it went through the gang leader's chest. This caused him to shiver.

"Brrrr…d-did it get cold all of a sudden?" he asked.

Then a voice spoke."So, you like scaring innocent bystanders, do you?"

The smoke appeared in front of the leader and it started taking shape. It formed into a pale, ghost-like creature. It had black cracks around its body and a singular green eye in one of the cracks on its head. It had a familiar green hourglass symbol on its chest.

"Let's see how you like, **Ghostfreak**." The ghost alien said in an eerie, raspy tone, which was enough to send shivers down the gang leader's spine. "BOO!" he exclaimed, causing the leader to give a yelp as he stumbled backwards, and the ghost gives a creepy yet mocking laughter. The Ectonurite suddenly flies at the leader and disappears into his body.

"Boss? What happened to that creature?" asked one of the gang.

"I…dunno…something strange is goin' on!" he next thing everyone knew, his eyes suddenly turned green and he was doing thumbs up out of the window.**"Okay guys, now!"** he said, but it was Ghostfreak's voice that came from his mouth.

"Who are you signalling to?" asked the member of the gang, staring out of the window.

What the criminals didn't know was that Brainiac-5 had just used a teleportation device to beam himself and the rest of the Legionnaires straight into the bank without the gang noticing, as they were all too busy staring out of the window.

"You guys are _so _in trouble." Phantom Girl taunted, catching their attention.

"Crap! It's the Legion of Superheroes!" one of the gang members exclaimed. That's when Ghostfreak phases out of the leader's body and floats over to the Legionnaires. His body is covered in a green flash and Ben is back to normal.

"Not bad with the distraction by the way." Bouncing Boy complimented to Ben.

"Thanks." Ben smiled "Just one of Ghostfreak's talents."

Dawnstar then said, "So, you boys wanna surrender?" she asked with a sadistic grin while cracking her knuckles. "Please say no. It's almost lunch time and I wanna build up my appetite."

"Get them, boys!" the gang leader ordered, and they all aimed their weapons at the Legionnaires before firing them all out. Fortunately, the bank interior was big enough for the teen heroes to fly out of the way.

"It's Hero Time!" Ben declared before slamming down the Omnitrix core and was engulfed in a flash of green light faded and reveals that Ben had turned into monkey-like alien with four arms, two pairs of green eyes, two legs, three fingers on each hand and three toes on each foot, blue fur over a dark blue centre, and a tail with two stripes near the tip. The Omnitrix symbol is positioned on his chest.

"**SPIDERMONKEY!" **the blue monkey yelled in a high-pitched child-like voice. Using his superior agility and reflexes, the Arachnichimp easily avoided their attacks, and then proceeded to knock a few gang members unconscious with his furry fists & kicks. Some of the more timid members saw Spidermonkey and made a run for it. "Don't run away, _*monkey noise* _you guys should _stick _together!" the Arachinichimp quipped before aiming his tail at the retreating criminals and fires a string of webbing, effectively trapping the criminals together.

One of the gang members saw Phantom Girl flying straight at him. He retaliated with a gun fire, but the Bgztlian's intangibility allowed the shot to pass her harmlessly before delivering a roundhouse kick, knocking out the thug. A few criminals surround Brainiac-5, who remains calm. They dog-pile the Coluan, only to get thrown off when Brainy suddenly turns into a 12 foot tall, bulkier version of himself with more visual armour than he previously did. The thugs nervously back away, but the Coluan uses his weapons to blast them into unconsciousness. Lightning Lad does the same by firing blue lightning bolts at his share. Dawnstar zooms overhead and takes down her two with supercharged flying punches. One thug tries firing at her, but Spidermonkey snatches the gun away with his webbing. The thug is taken aback before Bouncing Boy made sure to keep the thug off-balance by bouncing into him to knock him over, where Triplicate Girl would attack from three different directions, further disorienting him.

The team soon gathered when most of the thugs were knocked out.

"Is that all of 'em?" Spidermonkey asked.

"No. Where's their boss?" Phantom Girl asked.

"He's getting away!" Dawnstar said, pointing to the fleeing gang leader.

The team gave chase and by the time they were outside, the gang leader was already entering a large armored-truck. The Legionnaires immediately formed a circle around the truck, effectively trapping the man. The leader pressed a button on the controls, and the truck suddenly shifted and shaped into a 11 foot tall robot-like weapon. While the Legionnaires were momentarily stunned, the reacted fast enough to avoid two robotic fists being brought down to them. Lightning Lad fired his electricity, but it merely bounced off the transformed vehicle, before he was backhanded and crashed into Dawnstar and Phantom Girl.

"I got this one!" Spidermonkey said before he slapped the Omnitrix core and transformed. He had turned into a large, tan-colored dinosaur-like creature, with a muscular and somewhat humanoid body.

"**HUMUNGOUSAUR!" **the dinosaur roared.

The Vaxasaurian charged forward and tackled the transformed vehicle to the ground. They tussled a bit before Humungousaur gets the upper hand, and then lifts the robot by its back and tosses it into the air. As the robot flew 40 feet upwards, Dawnstar was floating above it waiting. She brings her hands up, clasps them together and brings them down on the robot's head like a club, sending it falling downwards at a fast pace. After which Phantom Girl leaps past and delivers a kick that sets the robot spinning. Brainiac-5's punch sends him careening through the clear sky; now Lighting Lad rises for the finishing stroke, a massive blasts of blue lighting that drives the robot to the ground.

Humungousaur approaches the destroyed robot and rips off the head, revealing the dizzy leader. The Vaxasaurian picks him up by the back of his collar, lifts him to eye level before using his free hand to give the gang leader a flick into a nearby building wall and falls to the ground, now unconscious.

Satisfied, the Legionnaires gather and Lightning Lad said,"That was pretty good," he said to Humungousaur with a grin. "For a fossil."

Humungousaur is covered in a green flash and Ben is back in his human body. "You're not bad either," Ben replied with his own grin. "For a stuck-up battery."

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><p>A whole week had passed since Ben came to the 31st century and joined the Legion Of Superheroes. There was a lot of things for Ben to get used to, such as his new surroundings and the fact that humans and aliens were now living together as equals. Over time, Ben adjusted to New Metropolis and soon enough, he accepted the futuristic city as his new home. Of course, they were few occasions when Ben would get homesick and miss his deceased loved ones a lot. Fortunately the Team did whatever it took to make Ben feel comfortable and accepted, so it wasn't too bad for him. It was also during that time that Ben got to know his new teammates more; their real names, powers and their species.<p>

Brainiac 5; his real name is Querl Dox, is a Coluan from the planet Colu. If his name wasn't enough of an indication, he is the brains of the team. He's incredibly intelligent, but he also possesses a variety of weapons, as well as the ability to transform into a much larger and more powerful version of himself. He could also fly, as could every other member of the Legion, thanks to the flight-rings that he had invented. His politeness allowed Ben to like him immediately and he reminded him of one of his old friends, Cooper Daniels and in a way, Jimmy Jones.

Phantom Girl; real name Tinya Wazzo. She told Ben that she's a Bgztlian from the planet Bgztl. Just like Ben's aliens Big Chill and Ghostfreak, Phantom Girl had intangibility powers, and was well-versed in close-combat.

Lightning Lad; real name Garth Ranzz. He's a Winathian from the planet Winath, whose people could blast people with bolts of electricity. Since that first time he fought him, Ben could already tell the Winathian was basically the male hothead of the team. His personality reminded him of Kevin.

Bouncing Boy; aka Chuck Thain, and the only known member who's a human like Ben. He could morph his body into a ball, and was pretty similar to Cannonbolt in the way he used that ability. Like Ben, he enjoyed watching horror movies (specifically from the 20th century) the two became fast friends.

Saturn Girl; real name Irma Ardeen. She's a Titanian from Titan, a moon of a planet even Ben was well familiar with; Saturn. Sheis a telepath and was adept at attacking her enemies' minds. Her level-headedness reminded Ben of his cousin Gwen.

Triplicate Girl was Lourno Durgo's codename. She is a Carggite from the planet Cargg. She could divide into three different people, all connected as one person, and yet were also slightly different in their personalities. Her powers reminded Ben of Ditto and Echo Echo, except of course, those aliens could make more than just 3 duplicates.

And then there was Dawnstar; as she told Ben, that was her real name. Her powers not only included flight, but also enhanced strength, speed and durability. She also had the unique ability to track life forms and objects across light years of distance and through interstellar space. It reminded Ben of his cousin Gwen's ability to track people's mana, but more advanced. Ben couldn't help but noticed that out of the female members of the team, Dawnstar possessed the most alluring figure, nor could he help but notice how the winged-human seemed to constantly make moves on Ben, despite having only met a short while back.

While Ben; or Ben 10, as he is now called as a Legionnaire, thought his new team were all cool in their own unique ways, he couldn't get over how lame their codenames were. Their names occasionally remind Ben 10 of the cheesy and uncreative names his Ben 23 counterpart gave to his aliens. Personally, he would've thought of better names some of his teammates like Lightning Lad being called Stormshock, or Saturn Girl being Mindscape instead, or even Triple Threat, Phantasm and Bouncer. Fortunately he was smart enough not to say his thoughts out loud so as to avoid insulting his teammates unintentionally.

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><p>Meanwhile; outside while everyone was driving and walking, the crowd is drawn to a sudden explosion. Everyone looks to see five figures advancing, and they didn't look very friendly. The one walking up front; who noticeably was the only female, had long, flowing green-hair, green eyes and lips. Her attire was primarily a darker shade of green with long sleeves, and floating beside her was a large eyeball with a green iris. She was named Emerald Empress and her Emerald Eye of Ekron was used for energy attacks and could control the minds of others.<p>

Second was a 10 foot tall, muscular, armored, ponytailed man with a skull-like mask, appeared to be bare-chested and was carrying an axe. His name is Persuader, and his axe is known to be able to cut through almost anything. On top of that, his body had been genetically altered to be physically superior to most beings of comparable size and weight.

Third was another man, whose body was literally half-human and half-robot. His name was Tharok, a cyborg that had the entire left half of his body replaced with machines, granting him an impressive arsenal, as well as enhanced strength.

Fourth, there was a strange being in a yellow-and-red jumpsuit, whose head was concealed by a purple helmet. His name is Mano; his right hand could disintegrate any material with a mere touch.

Finally, there was the biggest one of the group. Thankfully, he was smaller than Way Big, but big enough to give Humnugousaur a run for his money. Validus; a giant, eyeless monster with considerable strength. He could also shoot energy blasts from his brain.

We've just met the Fatal Five; Arch-enemies of the Legion of Superheroes.

Cars crashed when the five crossed the street, who ignored the crashing vehicles like it wasn't happening. Persuader pushed down a telephone booth and they walked along to the mall. The cops showed up and Tharok sliced the vehicle in half with a thin energy beam, causing the two halves to crash into a nearby building. Continuing to ignore the panicking crowd, the Fatal Five made their way towards a mall.

"Empress, is that the place?" Manos asked. "Are they in there?"

"They're in there alright." Emerald Empress. "And I know just how to draw their attention." She said with a sinister smirk.

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><p>Meanwhile, in a restaurant in the mall, the Legionnaires were having lunch. For Ben, it may not have exactly been Burger Shack but their food was just as enjoyable. While they ate, Ben decided to tell his team some stories from his hero days back in the 21st century.<p>

"HAHAHAHAHAHAHA!"

Dawnstar, Lightning Lad, Bouncing Boy and Phantom Girl were laughing their heads.

"Seriously, dude?!" Lightning Lad laughed. "You seriously got suckered into marrying some rogue Tetramand princess?!"

Ben was fuming. "You know, it's not that funny." He hissed between his teeth.

"You're right, it's Hilarious!" Bouncing Boy taunted.

"Not as much as him having babies as Big Chill!" Dawnstar added before continuing her laugh.

"Or how about when he got thrown up by some mutated alien who was on spring-break?" Phantom Girl added.

Ben sighed with an eye roll. _'These guys are almost as bad as Kevin.'_

"I still don't get it though." Triplicate Girl said to Ben after he told them about his battle with Diagon. "Why would you wanna give up all the power in the universe when it was right in your hands?"

"I think Ben was being very noble," Saturn Girl said. "That was too much power for one person, even for him to wield. Too much temptation. Giving it up just shows that he was worthy to be granted his new Omnitrix."

"Still can't believe you actually beat a god." Dawnstar said. "That sure is something else."

"So, you're a big-time celebrity back in your world," Lightning Lad said as he ate a cheeseburger. "Bet you had to beat the ladies off with a stick."

"Well," Ben scratched his neck. "I've been pretty busy with hero stuff lately. I haven't really had time for a relationship." He admitted.

"That's too bad." Dawnstar said as he suddenly scooted closer to Ben with a coy smile. "But just remember that I'm single too." She said slyly, causing a faint blush to appear on Ben's cheeks.

"Is it just me, or has Dawnstar been making a move on Ben since he joined us." Bouncing Boy asked Triplicate Girl.

"It's just you." The Carggite replied.

* * *

><p>Meanwhile downstairs, the Fatal Five were going up the escalator. When Emerald Empress passed by TV sets, she saw herself in them and gave a sinister grin as her eyes briefly flashed green before they self-destructed. After exiting the store, they made it to an elevator. Validus rips the doors out and tosses them aside before they each flew up one by one; after Validus minimizes his size so he could fit.<p>

Inside the elevator, the people are casually waiting to reach their next floor when they suddenly heard banging noises. They looked down to the floor to see what looked like a dent, as if someone was punching it from the outside. Much to their shock, Tharok's head bursts from the floor. The cyborg gives an evil grin, causing the people to cry in terror before Tharok and the rest of the float upwards. Once they exited, the Fatal Five continue onward until they stop under a ceiling; which was where the restaurant was situated.

Emerald Empress grins, "Time for the last course." She said before glancing at Mano. "Mano, be sure to serve it up _real _good."

Nodding, the Angtuan brought his hands up and formed a glowing purple ball of anti-matter. It grew to a dangerous mass and this causes the restaurant on the next floor to start rumbling, causing everyone, including the Legionnaires to get anxious and confused.

"Either I drank too much soda or is the room shaking?" Ben 10 said, wondering what was happening.

"Is that an earthquake?" Phantom Girl asked.

Brainiac-5 shook his head"I don't think so."

"What is it, then?" Dawnstar asked.

The rumbling causes a fork to fall off the table. Lightning Lad tries to pick up the silverware, only for his milkshake to fall and splash on his head. Everything and everyone started floating in the air, as purple energy cracks traced all over the floor.

"What's happening?!" Triplicate Girl asked in a panicky tone.

"Looks like we're gonna find out." Dawnstar answered.

"Hang on, guys!" Ben 10 said as he quickly activates the Omnitrix, selects a form and slaps the core down, covering him in a green flash. When the light faded away, in Ben's place was now a large, orange crab-like alien with a rather large head. He had pincers for hands and six legs. He bared clenched teeth like Big Chill and he wore a neck brace with the Omnitrix symbol on it to help him hold up his head.

"**BRAINSTORM!" **he declared with a British accent. "I will require a considerable amount of concentration to move ourselves and the peopleout of this sticky wicket. A moment, please." The Cerebrocrustacean opens the plates on his head, exposing his pink brain, and a large web of yellow electricity sprang forth.

'_BOOOOOOOOOOOOM!'_

The top restaurant floor completely exploded, and the area was obscured in a cloud of black smoke. If one looked carefully, they could make out a floating yellow orb within the smoke. Once it emerged, it was revealed to be a large force-field made of yellow electrical energy, and in it were the people, the Legionnaires and Brainstorm, who was the source of the force-field to shield himself and everyone else.

Once they were in the air, Dawnstar spoke. "Whoa, just what the hell was that?!"

"Your guess is as good as mine." Saturn Girl replied.

"Hmm." Brainstorm said, rubbing a pincer under his chin. "I suspect that the cause of this catastrophic disaster was not by some mundane, run of the mill bomb, but of an energy based projectile of some sort."

Catching on, Brainiac-5 nodded. "He's right. Someone must have set it off."

"Yeah, but who was it?" Bouncing Boy asked.

"Allow me to investigate." Brainstorm insisted. "In the meantime, the rest of you can transfer these civilians to a much safer distance."

Nodding, the Legionnaires grabbed as many people as each could hold before flying off. Brainstorm floated over to the scene of the destruction and landed on the ground. He cautiously looks around for any signs of life; hoping to find the ones responsible.

"Well, well, what do we have here, boys?"

Brainstorm turned around to see the Fatal Five standing a few meters away from him. The Cerebrocrustacean's eyes widened as he recognized them instantly.

"You're the Fatal Five." Brainstorm said to them. In the past week since joining the Legionnaires, Ben 10 had been using the mission logs on Brainiac-5's computers to get himself better acquainted with the Legionnaire's enemies from past events. The files regarding the Fatal Five displayed info on how they are the very antithesis of the heroes. Brainstorm looks at the green-clad female in the front. "And I believe you're their leader; Emerald Empress."

Said empress smirked and raised an eyebrow. "A common stranger knows my name? I see my illustrious reputation precedes me."

"I assure you, Madame, I'm no mere stranger." Brainstorm explained "I was informed of the unpleasant background of you and your associates by Brainiac-5."

"Brainiac-5?" Emerald Empress repeated. "Are you saying you know of the Legion of Superheroes?"

"Not just 'know' them, for you see," Brainstorm touched the Omnitrix symbol with his pincer and is covered in green light, and Ben is back in his human body. "I'm their newest member."

Now this really got the Five's attention. A minute ago, a Cerebrocrustacean stood before them, and now he was replaced by a human kid?Emerald Empress stared at Ben with a calculating look, before realization dawned on her face. Then her smirk returns.

"So the rumors _are_ true. The legendary hero of the 21st century; Ben Tennyson has come to New Metropolis. Or as you now go by, 'Ben 10'." She said.

Ben didn't reply, as he had his hand over the Omnitrix at the ready.

"Well I am eager to see of the mighty Ben 10 can live up to his name. Let's see just what you are capable of, shall we?" Emerald Empress then turned to the one holding the large axe. "Persuader, take him." She ordered.

"As you wish, my lady." Persuader obeyed, tightly gripping his axe and advanced towards the teen hero.

"It'll take more than a ponytailed weirdo with an over sized butter-knife to scare me." Ben countered before he finally chose the form he wanted and slaps the core down, covering him in the familiar green flash. When the light died away, Ben was now a massive 9 foot armored being shaped like an old-fashioned oven with limbs. The metal was iron-colored and a dull shade of green. The being's helmet was built into the shoulders and it had three grills in them, where an orange light was illuminating. The Omnitrix dial was positioned on the dull shaded green lock on his chest.

"**NRG!" **the new form shouted in a Russian accent.

Letting out a battle cry, Persuader runs forward at NRG with his tightly gripped axe before slashing downward. He expected to cut through NRG's armor, only for it to clang and halt once it collided with the armor. His eyes widened in shock. How in the world could his armor by unharmed by _his _axe?

"That tickled." NRG said dryly before drawing a fist back and slams it into Persuader's gut, enough to snap his body backwards, followed by a jaw-breaking uppercut that forces him to stumble back. Before Persuader could recover, however, NRG fired an orange beam of radiation from his vent-like visor, nailing Persuader square in the chest and drives in backwards several feet. NRG ceased the attack, and Persuader drops on his right hand and knees while he clutches his chest with his left hand, in pain from the searing hot radiation.

"Not bad, kid." Tharok admitted with a grin. "You may have taken down one of us, but your little presto change-o shtick won't work for long."

"Wanna bet?" NRG asked before he slaps the Omnitrix symbol and transforms was replaced by a hulking, broad-shouldered alien covered in natural, yellow armor plating on his back, shoulders, and the backs of his arms. He is mostly white, with black on his upper half, has four claws on both of his hands, green eyes and of course the Omnitrix symbol on his chest.

"**CANNONBOLT!" **The Arburian Pelarota lunged at Persuader, who was still in too much pain to dodge or defend himself. Cannonbolt curled into a ball; his plates covering him up, and with Persuader inside his orb.

As Tharok and Mano moved in to attack, Cannonbolt started spinning rapidly in place before launching himself in the air and falling to the ground. The impact created a shockwave that knocked the two off their feet and sends them flying backwards, hitting the ground. Cannonbolt uncurled himself to release a dizzy looking Persuader, who struggled on his feet before collapsing. Seeing the axe-wielder was knocked out, Cannonbolt brought his attention to Mano and Tharok, who were picking themselves up.

He touched the Omnitrix symbol and changed forms again. This time, he turned into a small, white alien whose body appeared to be a living amplifier. One of his most noticeable features is a square appendage resembling an MP3 player behind his back with a port on it - decorated with a 10 symbol and what looks like cassette tapes on his lower legs, and the Omnitrix dial is on his chest.

"**ECHO ECHO!" **He cried in a mechanical sounding voice.

Tharok started laughing. "You really think you can beat us with a puny form like that?" he asked mockingly.

"Didn't. Anyone. Ever. Tell you. Metalhead?" Echo Echo asked. "Divide. And. Conquer!"

Echo Echo suddenly multiplied into 10 identical copies of himself. Mano and Tharok's eyes widened at the sight. Then all the Sonorosian copies looked at the two enemies before releasing powerful sonic blasts from their mouths, half at Mano and half at Tharok. Both were slammed into a wall, crying out in pain from the sound attack, unable to move away or even retaliate. Once the two collapsed, the Echo Echo clones ceased their attack and merged into one.

Echo Echo felt a rumbling noise and turned to see Validus charging at him. He touched the Omnitrix symbol and transformed again. Now he was a semi-armored Velociraptor. He has black wheels on his feet and wears a helmet with a visor, leaving the other features of his head unknown, with the exception of his blue face, green eyes, black lips, and stripes above and on the right side of his eyes. He has five blue stripes on his tail and the Omnitrix symbol is on his chest.

"**XLR8!" **He hissed in a raspy voice that sounded like he had a sore throat. His visor covers his face and he becomes a black-and-blue blur that shot towards Validus. The giant tries to squash the Kineceleran with his fists or feet, but he was far too fast to keep up with, and occasionally XLR8 would treat him to fast kicks to the face. He suddenly appears on top of Validus' head.

"Yoohoo!" XLR8 called down. "I'm up here, big boy!" he then knocked on Validus' head for good measure.

Irritated, Validus raised a fist over his head and brought it down to try and squash XLR8. However, the speed alien jumped off his head at the last second so that the only thing Validus managed to his was himself. The giant had put so much force into his fist that his blow made him fall over on his back.

Kineceleran hugged his sides while laughing his head off. "So what do you use that brain of yours for anyway?" he asked "'Cause it sure ain't thinking!"

Seeing Validus raise to his feet, XLR8 dashed forward and ran circles around him, creating and black-and-blue tornado. XLR8 was planning on cutting Validus' oxygen supply, and judging from the giant's sudden breathing problem, it was working. But this didn't last as Validus punched the ground, releasing a shockwave that not only dispersed the tornado, but sends the Kineceleran flying several metres backwards before crashing onto the ground.

Shaking his head, XLR8 looks to see a pissed-off looking Validus charging at him again. Once again, the hero slaps the Omnitrix core and transforms again. Now he was a large being with a yellow-armored body and looks much like a robot. His head is similar to a Greek Corinthian helmet with two ears on it. He also has a gray tail and jackhammer parts on his elbows, wrists and hands, creating the impression that he is a digging robot. Despite the mechanical appearance, all of these aspects are in fact biological and natural to his race.

"**ARMODRILLO!" **the new alien yelled with his large arms held up high.

Undeterred by the transformation, Validus continued his charge with the intent to squash his enemy flat. Armodrillo charged as well. He drew back his fist; the piston rapidly pumping, just as Validus was in range. He then launched his fist forward at Validus, who responded with the same attack. Validus believed his punch would overpower Armodrillo's due to size difference, but he didn't count on the Talpedan's punch having the impact of 100 jackhammers smashing all at once. This sends the larger alien flying several feet away before crashing into a building wall and slumping to the ground. The Talpedan punched his fists into the ground and the pistons on his arms began to pump violently, causing a tremor and creates a fissure that opens the ground below Validus and the giant brute falls into it.

Satisfied at his handy work, Armodrillo touches the symbol on his chest, and Ben 10 reverts back to his human body. He turns to Emerald Empress, who was watching on the sidelines the whole Ben expected the green-haired Venegaran to be slightly unnerved by the strength and skills he displayed against her teammates, he was mistaken. In fact she just…smiled?

"Impressive." She admitted. "Never have I seen anyone; let alone a human, utilize the skills of different aliens in such creative ways. But I'm afraid your next opponent won't be such a pushover."

Ben 10 got into a fighting stance. "Go ahead, lady. Take your best shot."

The villainess' smirk grew. "Oh, I wasn't talking about myself. I mean someone else." Her smirk became more unnervingly sadistic. "Someone I believe you are…well acquainted with."

Ben 10 raised an eyebrow in confusion. He was about to ask what she was talking about when he heard the sound of something fast approaching from the sky. He looked up to see what appeared to be a ball of fire rocketed at a fast pace, and towards Ben 10. The Omnitrix wielder blinked in shock, but was fast enough to fly backwards, just barely avoiding getting hit by the large projectile, but the shockwave it caused knocked him on his butt.

Recovering, Ben looks forward to see that the crashed object created a fairly large crater, and smoke emanated from it. He heard metallic footsteps and from the crater came a large figure. Because of the smoke obscuring its body, all Ben could make out was its silhouette and glowing red eyes. The teen hero had a sense of fear. But not just any fear. The kind of fear he hasn't felt in a while. The kind that could only be caused by one individual…

The figure finally emerged from the smoke, allowing Ben to see the body more clearly, and his eyes widened in utter shock and horror at who he saw before him. It was a hulking giant who stood nearly 12 feet tall with heavily muscles, and his entire body appeared to be mechanized in silver metal. Cyber implants are in the arms and shoulders, as well as in the knees. His silver armor included darker pieces on his shoulders, chest and forearms with cybernetic poles attached to them with the exception of his chest. His long, metallic, black claws looked like they were purposed for cutting; specifically flesh. His head appeared to be bald, and his 'beard'' was made of robotic tentacles. Only half of his head was cybernetic while the other half was the only visible spot of green-skin.

Ben continued to stare in shock and after a moment he was able to get only one word out of his mouth.

"…VILGAX?!"

* * *

><p><em><strong>(Flashback)<strong>_

_In the ruined city of Bellwood, Ben as Ultimate Way Big stood. In his right hand, he was holding at eye level, a severely battered and bruised Vilgax._

"_It's over, Vilgax!" Ultimate Way Big bellowed to his most hated arch enemy. "It's time someone put you in your place for good!"_

_Despite his obvious pain, Vilgax looked at his larger enemy with a smug smirk, "So what are you going to do? Everyone knows that Ben Tennyson never kills his enemies. Even those who deserve it."_

_Ultimate Way Big calmly closed his eyes, "It's true that I'm not fond of killing." He calmly admitted. "If I did then I wouldn't be any better than you are." He continued. "But…my past experiences taught me something."_

"_What's that?" Vilgax asked._

"_That there are just some people in this universe who are too dangerous to allow to live." The evolved To'kustar said, giving Vilgax a dark glare. "After today, I now realize you're far worse than a warlord, Vilgax. You're nothing more than a soulless, vile, sadistic and disgusting monster who feeds on the grief of those around you. It may be too late to save my home and family," He grits his teeth as a tear ran down his eye before he gave Vilgax a glare that could only be described as ire. "But that doesn't mean it's too late to rid the universe of you so no one has to share the same agony I have!" he exclaimed._

_Ultimate Way Big rears his right arm back and throws Vilgax high into the air creating good distance between the two. He then brings his arms up in an 'L' pattern and from it, a large and powerful green cosmic ray was launched from his arms and soared at an alarming rate as Vilgax could do nothing but stare in shock before his entire body was consumed by the enhanced beam of cosmic energy._

"_NOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Vilgax screamed in agony as the beam seemed to tear apart his body until nothing was left._

_Ultimate Way Big ceased his attack, and stared into the night sky, his hate-filled glare softening slightly once he was sure Vilgax was nowhere in sight._

"_Goodbye, Vilgax." The evolved To'kustar said solemnly._

_**(Flashback ends)**_

* * *

><p>"B-But…but that's impossible!" Ben stuttered, still in shock of course. "Vilgax died that day! He can't be alive!"<p>

Ben heard giggling from the laughing from behind his apparently revived enemy and looked up to see Emerald Empress floating Empress then spoke, "Oh, he died alright." She said to the teen hero. "You personally made sure of that."

"What are you talking about?" Ben demanded "How would you even know?"

Emerald Empress laughed again, "You think _you're _the only 21st century being whose legacy has spread throughout history?" she asked before continuing. "I've read about Vilgax in historic novels and relics. His reputation as 'the-most-feared-being-in-the-universe' intrigued me. While most would often see Vilgax as a dangerous enemy…some would view as a valuable ally. An ally that I myself wanted on my side."

Now she _really _had Ben's attention.

* * *

><p><em><strong>(Flashback: Black italics are Emerald Empress' voice over)<strong>_

_From Earth's orbit, a large time portal opened up, and from the portal emerged a star-cruiser belonging to the Fatal Five. _

"_**I along with my team arrived to the moment you prepared to finish off the **__**Chimera Sui Generis**__**."**_

_Inside the cruiser at the main deck, Emerald Empress and her team view a large screen which displayed Ultimate Way Big throwing Vilgax into the air._

"_Target acquired: Prepare the teleporter." Emerald Empress ordered._

"_Yes, Empress." Mano nodded and proceeded to press some buttons._

_Right before Ultimate Way Big fired; the space cruiser activated its teleporter to teleport Vilgax to safety. Ultimate Way Big let loose the powerful cosmic ray just as the teleporter activated._

"_NOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Vilgax screamed in agony as the ray ripped up some of his body but the teleporter brought what was left of him to safety. The space cruiser opened up a time portal and flew right into it. The cosmic ray continued on into space, taking a few satellites with it._

_The scene cuts to inside of the ship; the lab area where the Fatal Five have placed Vilgax's corpse in a large glass container. They scanned the corpse and readings appeared on a large screen._

"_**The intense energy from the cosmic ray of your evolved To'kustar form caused critically damage to his body, as well as his vital organs. He was completely beyond repair…That is unless you possess advanced 31**__**st**__** century technology.**_

_Now comes a montage of the Fatal Five working on Vilgax's new body._

"_**It was a long process, but after at least a month, we created an advanced, cybernetic body for Vilgax to control under my influence."**_

_Keyboards typing, metals clanging, machines running, and bing-bang-boom, Vilgax was in his newly created body. He slowly steps out of his revival chamber and before the Emerald Empress. After a second, his eyes briefly flash green before he goes on one knee, bowing in respect to Emerald Empress, who sneers in satisfaction._

_**(Flashback ends)**_

* * *

><p>"Thanks to our technology, I made Vilgax into what he is now and what he always will be: A loyal servant to <em>this <em>century's most feared being the universe. Moi." She added with a coy smirk while placing a hand on her chest.

Ben gritted his teeth. "You're making a mistake, Emerald Empress!" he shouted over to her. "If I know Vilgax, he doesn't serve anyone but himself. Sooner or later he _will _turn on you when you very least expect it!"

That was true. A prime example was when Vilgax was once under control of Diagon, but somehow managed to break free from his spell and used a special machine to absorb the demon god's power. Some people would be smart to heed Ben's warning…Emerald Empress wasn't one of them.

"That scenario is unlikely." She replied. "During Vilgax's resurrection process, scanners showed that he suffered a great deal of amnesia. He has no memory of his past accomplishments or knowledge of the individuals he has known prior his death. And that's how I intend to keep it. Furthermore, Vilgax is now equipped with advanced weaponry, useful for combat against any enemy." Her smirk comes back. "But why tell you, when I can simply show you?" she asked before bringing her attention to the revived warlord.

"Vilgax, destroy the enemy." She ordered.

Vilgax's eyes briefly flashed with blue light as he scanned Ben 10, who stood cautiously. After a minute of scanning, Vilgax spoke, but there was a slight mechanical edge to his voice.

"Target Acquired. Must destroy."

The mechanized warlord charged at Ben 10 at an alarming speed, ready with a punch. Thankfully, Ben 10 was swift enough to use the Flight Ring he got from Brainiac-5 to fly out of the way, allowing Vilgax to punch the ground instead creating a 10 meter wide crater in the process. Landing behind his revived arch nemesis, Ben 10 stared in complete shock. Since when was Vilgax able to move so fast? Shaking it off, Ben 10's face went from shocked to dead serious.

"Looks like it's Hero Time!" he said immediately slamming down the Omnitrix and Ben 10 transforms into Humungousaur.

"**HUMUNGOUSAUR!"**Ben shouted as his Vaxasaurian counterpart. "Okay, Vilgax. I don't wanna have to repeat what happened last time we met. Just give up peacefully, and maybe I'll be more merciful."

The only response he got was Vilgax firing red energy beams from his eyes, which the Vaxasaurian just barely managed to avoid by rolling out of the way.

"Yeah, didn't think so." Humungousaur said dryly, not too surprised with the response. With a loud battle cry, the dinosaur alien charged at his mechanized enemy, drew back a fist and throws a punch. But Vilgax didn't even flinch as he caught the punch with ease. As Humungousaur struggled to break free, Vilgax tightened his grip; cracking Humungousaur's bones and forcing him on one knee. Vilgax then punches Humungousaur across the face, sending him skidding on his back before crashing into a building.

Shaking off the pain, Humungousaur glares at the cybernetic warlord before his body starts swelling until he was 60 foot tail, more muscular and gained more dinosaur-like features, including spikes at the end of his tail. He charged at the Chimera Sui Generisand attempts to hammer him with both fists, but Vilgax disappears in a blur and reappears in front of Humungousaur's stomach. He delivers a powerful kick to the gut, making him cough up some blood and Vilgax then uppercuts the large dinosaur alien, sending him flying several blocks away.

Groaning and rubbing his head in pain, Humungousaur looks up to see his arch enemy flying straight towards him. Thinking quickly, Humungousaur taps the symbol and transforms into another alien. Now he was a red, humanoid, manta ray like alien with two yellow horns extending from his nose, green eyes, and two black lightning bolt-like stripes coming down from his shoulders to his Omnitrix symbol.

"**JETRAY!" **the Aerophibian cried out before he too went airborne and straight at Vilgax. He fired green neuroshock beams from his eyes, but Vilgax projects a red force-field protecting him from the beams before returning fire with red energy blasts from his hands.

High above New Metropolis, Jetray veers all over the place to stay ahead of Vilgax's shots and returns fire as best he could before taking a blast square in the back. The air burst only staggers him for a second though, and Jetray takes off again as more shots and ordnance come his way. No more hits scored on the Aerophibian for right now, but plenty of buildings get a forceful split-second renovation as he swoops low over the busy streets. This move buys him only an instant's respite; the lasers come at him again and he goes into a sharp climb to spare the civilians. A bit of tricky flying puts Jetray above his pursuer for a surprise beam attack from his tail this time, but it hits only pavement and the two square off again. Their next volleys explode against each other, throwing the two to opposite sides of the street; Jetray is first to get his bearings and get moving, with Vilgax hot on his tail. They fly past a building at alarming speeds; causing it to vibrate and shatter windows.

"Come on, Vilgax." Jetray said as he continued his assault-and-evade tactics. "Isn't this the part where chide me about how I nearly killed you and how you want revenge, or whatever you rant about whenever we fight?" he quipped/asked; he was a little bothered by Vilgax's lack of verbal use when he appeared.

Of course, Vilgax said nothing as he somehow got 12 meters in front of Jetray. Multiple holes appear all over Vilgax's abdomen and dozens of homing missiles are launched at Vilgax. His eyes bugged out, Jetray futile attempts to avoid the missiles, but they continued to follow the Aerophibain until they made contact with their target and explodes with a shock wave strong enough to set every air molecule vibrating. From the black cloud, a semi-conscious Jetray began plummeting to the city, a trail of smoke following him. He crashed into streets, creating a large crater. It didn't kill him, but it sure hurt. The Omnitrix times out and a badly hurt Ben 10 is back to normal, cringing from the pain he just suffered.

He looks up to see Vilgax floating 30 feet above the hero. He points a fingertip at Ben and a small ball of red energy is formed. It grew to the size of Cannonbolt-in-ball-form and it's launched at Ben 10. The brunet teen could do nothing but stare wide-eyed as the large energy orb drew closer.

Suddenly, out of nowhere, a large bolt of blue lightning pushes the red-orb far away from Ben 10 before it explodes in the air. Ben 10 looks to see he is now surrounded by his fellow Legionnaires. "Guys?"

"Sorry we're late, dude." Bouncing Boy apologized to Ben 10, who was being helped on his feet by Dawnstar and Saturn Girl.

Lightning Lad looks up to Vilgax in the air. "Who's the metal freak with the tentacles?" he asked.

"Don't know," Dawnstar asked before cracking her knuckles. "But he's scrap metal when we're done with him." She added

"Dawnstar, No!" Ben 10 tried to warn "You don't know who you're up against!"

Before anyone could ask what he meant, Cyber-Vilgax was already descending towards our heroes, with an energy-coated fist thrown at them. It would've hit the team if they didn't fly out of the way in time. But this didn't last as the Chimera Sui Generis fired red eyebeams, hitting Saturn Girl, Triplicate Girl and Bouncing Boy, sending them crashing to the ground.

Ben 10 and Brainiac-5 swiftly dodged the attacks in the air while Phantom Girl went intangible. Both Lightning Lad and Dawnstar flew around him; the former hitting the warlord with lightning blasts, and the latter occasionally flying close for a strong punch or kick to the face. Having enough, Vilgax let loose a huge energy wave from his gut, knocking the Winathian and metahuman out of the air and into a building.

Seeing this, Brainiac-5 transformed into his larger form and charged at Vilgax, who did likewise. Both grasped hands, pushing one another in a feat of strength. For a moment, it seemed that both were evenly matched, but to the Coluan's shock, Vilgax gained the upper hand and pushed him back and forced him to his knees. He released the grip of his right hand and delivered a powerful uppercut to Brainiac-5, sending him flying backwards and landed on a pickup truck. Dawnstar was able to get herself out of her rubble tomb just in time to see her Coluan teammate was taken out.

Giving the cybernetic enemy an anger-filled glare, Dawnstar flew off at great speed and slammed right into Vilgax's gut, fists-first. While it did drive him 30 feet backwards, he showed no visible pain. Vilgax retaliated by kneeing her gut, causing her eyes to practically bulge out and huge amount of blood to be coughed up. Vilgax then grabs Dawnstar by the throat, causing her to struggle in her grip.

"NOOOOO!" Ben 10 flying to save Dawnstar, Phantom Girl right behind him. Vilgax sees the human and Bgztlian coming and throws the winged-girl into them, sending the three of them crashing to the ground.

A recovered Lightning Lad flies at Vilgax with a vengeance and let loose an electric-coated punch to his head only for him to catch it with ease. He then proceeds to crush the Winathian's hands, forcing him to cry out in pain. Triplicate Girl splits into three and flies at the Chimera Sui Generis.

"Let…"

"…him…"

"…go!"

Looking up to see the orange, white and purple Carggites, Vilgax's tentacles suddenly extended towards the girls and wrap around their torsos, trapping their arms and forcing them to struggle. Red electricity travels through the tentacles and the girls let out pained screams from being shocked, before he tosses them aside.

Lightning Lad glares at the warlord. "Bastard!" he cursed before opening his mouth and fires a blue lightning blast point-blank in Vilgax's face. The attack fizzles out to show Vilgax unharmed. Hearing yells from behind, Vilgax looks to see Saturn Girl, Bouncing Boy, Ben 10 and Sapphire flying at him again. Vilgax uses Lighting Lad like a club to hit away the latter two, before throwing him into Bouncing Boy. Saturn Girl tries to punch him, but he easily dodges and hammers his elbow into her back, snapping it and sends her crashing into the street again.

At that moment, Emerald Empress and her recovered teammates appeared on a roof top, watching the Chimera Sui Generis easily handling the teen heroes.

Tharok spoke, "I guess this fight's over. That was fast." He remarked.

"I was hoping they would at least put up a better fight. How disappointing." Mano added.

"Vilgax was too strong for them." Emerald Empress said. "And they were over confident. It serves them right." She then yelled out to Vilgax. "Vilgax! It's time to end this! Rid this city of their heroes: Destroy the Legionnaires!" she ordered.

"Not today, you're not!" Brainiac-5 said as he activates the teleportation device, surrounded himself and all the other injured teens in bright light, before they disappeared in thin air. Seeing his targets were nowhere in sight, Vilgax powered down his weapons.

"They've escaped, Empress." Persuader said.

"It matters not," she said calmly. "They are merely delaying the inevitable. Sooner or later, they will come back. And their death warrants will be ready for their signatures."

* * *

><p>Back at HQ, the team were slowly but surely recovering from their severe injuries. In the infirmary room, everyone; minus Brainiac-5, who being a non-biological individual and could simply repair himself, were on beds. They were wearing bandages and arm casts, while Brainiac-5 tends to their injured states.<p>

"Well, that could've gone better." Lightning Lad said dryly.

"We couldn't so much as leave a scratch on that robot guy." Dawnstar added, referring to Vilgax. "I feel like my wings got clipped."

"Ben 10," Brainiac-5, who was standing beside Ben 10's said. "That cyborg we battled, was that...?"

"Vilgax?" Ben 10 finished. "Yes. Emerald Empress said that she brought him back to life somehow and now he's a lot stronger than before. Even some of my aliens had a hard time against him. And I mean more than usual."

"Great, so the Five bring a dead guy from the past to life and brings him to their side?" Dawnstar asked. "Wonder if the Justice League had to deal with a problem like this?" she asked rhetorically.

"Who?" Ben 10 asked.

"We'll tell you later." Lightning Lad replied.

Triplicate Girl then said. "So are we gonna do about the Fatal Five and that Vilgax guy?" she asked.

"He was far too strong for any of us to take on." Phantom Girl added.

"Ben 10," Bouncing Boy said. "You've fought this Vilgax guy plenty of times before, how do we beat him?" he asked.

"It always depends." Ben 10 replied with a shrug. "In my experience, Vilgax always manages to somehow get stronger, so any methods I previously used to fight him won't do a thing. I doubt even Ultimate Way Big will be much help now." he admitted.

Phantom Girl then said "Considering the amount of the amount of strength he displayed, and how none of us could so much as leave a scratch on him, we'd need an army to take them down now."

"Or maybe," Brainiac-5 then said. "We need to; as the saying goes, fight fire with fire?"

Most of the group looked at her in confusion.

"What do you mean, Brainy?" Phantom Girl asked.

"There's only one person who can give a necessary edge to fighting both Vilgax _and_ the Fatal Five." he explained, "The one person who can make a difference. We need a trump card, we need more fire power, we need..."

Everyone leaned in close for what Brainiac-5 was about to say.

"...Superman."

**To be continued.**

**What do you think? Please be sure to review. And if there are spelling errors or typos, tell me via PM.**

**This is to Jakevonrov. I'm sorry dude, but I REALLY Don't wanna lose any readers for this story. So I had to remove your OC "Jen 10". I hope you can understand.**

**Next Chapter: _Man Of Tomorrow._**


	3. Man Of Tomorrow

**Disclaimer: Ben 10 and Legion of Superheroes don't belong to me.**

**And now the moment you've all been waiting for: Teen Superman's Debut! Consider this my early Christmas present to all fellow fans of Ben 10: Omniverse and Legion Of Super Heroes.**

**Just wanna say something quick. After uploading the previous chapter, I realized that using OCs for stories isn't always the best idea, as it can risk losing some readers. That's why I removed Jakevoronkov1's OC Jen 10 and My OC Sapphire, so as to make things easier for me when writing. Plus, I've decided to bring Dawnstar back. I mean it does make sense to use a real Lesser-known character than using a made-up one that nobody knows at all.**

**Anyway, on to the story.**

* * *

><p><strong>CHAPTER 2<strong>

**Man Of Tomorrow**

_**(21**__**st**__** Century)**_

On a small road a few miles away from a carnival, a circular light appeared out of nowhere then transformed into some sort of yellow pod. A door opened and Brainiac-5, Saturn Girl, Ben 10, Dawnstar and Bouncing Boy stepped out.

"Awesome!" Dawnstar exclaimed, admiring the view of the place.

Bouncing Boy sees a sign and reads it. _"Smallville?" _he read. "Brainy, did you plug in the right coordinates?" Bouncing Boy asked slightly sceptical.

"I have a twelfth level intelligence, Bouncing Boy. I don't make mistakes." The young Coluan assured him.

"But I thought Superman lived in Metropolis." Bouncing Boy replied, scratching his head in bewilderment.

"My guess is that this was _before _he changed homes." Ben 10 guessed.

Dawnstar nonchalantly rubs the back of her head, "Eh, while you guys figure that out, I'm off to that carnival." The winged girl said before flying off in the direction of the carnival down below.

"Does she ever stay put?" Saturn Girl sighed.

"Not that I know of...and Bouncing Boy, we're here for a reason. Trust me." The Coluan stated and took off after the metahuman. Ben 10, Saturn Girl and Bouncing Boy exchanged looks before they too elevated from the ground and followed Brainiac-5.

* * *

><p>"Step right up! Come on, win a prize!" a man called and Dawnstar ran over as a jock easily won a girl a prize. He called a black haired male over to him "How about you son?" he asked the boy who was wearing a white long-sleeved shirt, with a red sleeve-less vest over it, blue pants and wore glasses.<p>

"Clark Kent? He couldn't hit the broad side of a barn." The jock mocked before the boy now identified as Clark paid for a ball as Dawnstar watched. He seemed to be thinking for a minute before throwing, purposely missing the stalked cans. She walked up as the jocks walked away laughing.

"Nice try, Kent. Better stick to pitching hay." The jock laughed.

Dawnstar's eyes narrowed. "Hey, wait a minute! I'll show you!" the winged-girl yelled as they turned around and walked back. Luckily she'd found some money from that time period "Here, I'll try it." She said and he handed her a ball. She smirked and threw the ball with such speed that it knocked every can over as well as piercing the back of the stand "...Oops, my bad." She apologized sheepishly.

The man, along with the jocks, were left speechless before he smiled. "That's quite an arm you got there, little lady. Here's your prize." He handed Dawnstar a stuffed blue panda, and she smirks smugly at the still stunned jocks. Just then, Clark heard something.

"Something's not right." Stated the spectacled boy. He wasn't the only one as Dawnstar also heard the sound. She then looked over to the Ferris wheel, and saw a bolt snap off.

"The Wheel!" she yelled and saw the boy speed off towards the Ferris wheel as the winged warrior looked in shock "That…was... SUPERMAN!" she exclaimed before running off.

* * *

><p>Meanwhile, the other four teens were walking through the crowd, looking for both their teammate and Superman.<p>

"Can you believe it?" Bouncing Boy asked, holding a toffee apple stick, cotton candy stick, and corndog in one hand. "Food on a stick!" he took a bite out of the toffee apple, "Mmmm, primitive, but delicious!" he said with a full mouth when Saturn Girl puts a hand on her temple to sense the thoughts of the people around them.

"No one seems to be alarmed by our presence." Saturn Girl noted.

"They probably think we're performers." Ben 10 figured. Just then, Dawnstar ran over to them, breathing heavily. "Hey, Dawn. Where've you been?" the brunette asked.

"Over...by... the...Ferris...wheel, it... broke... Superman." She stated out of breath, pointing to the direction of the Ferris wheel.

Brainiac-5's eyes switched to telescopic mode and focused on said area. He saw a struggling Clark with his back pressed up against the side of the broken wheel. The Coluan smiles at who he saw, "You're right! That's him!"

"Are you sure? 'Cause I don't see a cape." Bouncing Boy pointed out before he and Dawnstar walked over to Clark, with the former asking "Need a hand?".

"You sure look like you do." Dawnstar grinned.

"A hand...? Ererm, no. Everything's fine here." Clark politely declined, but was still clearly struggling with keeping the giant wheel balanced.

"We can see that." an unconvinced Dawnstar said. Just then, the Ferris Wheel's side collapsed. Clark sped over and caught it almost with relative ease.

"COOL!" Dawnstar exclaimed in amazement. This guy was just as fast as she was. Probably faster.

"I'd say we just found our guy." Ben 10 commented as he and the others caught up with them.

"I'm Saturn Girl, these are Brainiac-5 and Ben 10." Saturn Girl introduced."We can help." The Titanian offered, as Ben 10 activated the Omnitrix, selecting a form.

Clark tried to deny again,"Seriously, I don't need any-" he didn't finish as Ben 10 was covered in a green flash and in his place stood Fourarms.

**"FOURARMS!" **the pony-tailed Tetramand exclaimed.

Clark stares in shock at the sudden transformation. "…help." He finished before the Tetramand walks over to beneath the Ferris wheel, and lifts it up with his upper arms to support its weight, while a still astonished Clark back away.

"Don't worry, you'll get used to it." Saturn Girl said to the shocked.

Getting over his shock, Clark finally manages to get some words out. "Who are you people?" he asked.

"I'm Bouncing Boy, it's a real honor to meet you." The goggle-wearing boy said, looking back at Clark with admiration.

"They call me Dawnstar. What's up?" the blue-haired winged girl said.

"And I'm Ben 10. But in this form, I'm Fourarms. How're you doing?" the Tetramand said, offering Clark his lower right hand, further disturbing him.

"Er... I'm Clark... " He awkwardly replied, shaking the hand, before he and the others looked to see the crowd staring at them. "Uh-oh."

"I'll handle this." Saturn Girl informed Clark before the Titanian walked closer to the crowd and puts both her hands to her temples. She sends out pink telepathic waves to the spectators '_You will forget what you've seen here.'_ she smiled and walked back to the others.

"How did you do that?" asked Clark.

"I'll explain later." Saturn Girl replied "Right now, those people need our help." She added pointing at the Ferris wheels Passengers as it began to break at the top.

"Come on." Dawnstar smirked and flew up with Clark as he jumped up and put the bars back into place while she welds it closed.

"Super strength, just like in the history files." Brainiac-5 commented.

"Oh and I get no credit?" the metahuman stated in annoyance, as he ignored her.

"Oh...yeah, I was just...?" he stated shocked, realizing that to the two were floating 20 feet in front of him. "You're...floating!"

"Flight ring, one of my inventions." Brainiac-5 explained, gesturing to the ring on his finger.

"Yeah...he rocks. He knows it, I know it; everyone knows it." Dawnstar joked with a smirk.

"If you three are done impressing each other, I think we're done here." Saturn Girl said and flew off to the floor as the three looked at each other.

* * *

><p>Once they were outside the fair where no one was around, Clark spoke. "I don't know who you are... or what you are, but thanks." Clark said with a genuine smile "Whatever you do...please don't tell anyone about this?" he asked uncertainly.<p>

"Our lips and whatever Brainy has are sealed." Dawnstar quipped, earning an annoyed scowl from the Coluan.

"It's okay, we know all about you." Brainiac-5 assured Clark.

"You know how freakishly stalker-ish that just sounded?" Dawnstar commented, earning another scowl from the Coluan.

"Anyway, we know you're Super-" Bouncing Boy tried to say before he was cut off by Brainiac 5.

"Super with all you're powers." he intervened before glancing a look at the chubby boy.

"Nice save." Ben 10 whispered.

"I'm... gonna go now." Clark stated a little put off. He was about to walk away when Saturn Girl walks up to him, putting a hand on his shoulder.

"This is probably going to sound crazy, but we need you to come to the future with us." The Titanian told him.

"WHOOP WHOOP! CRAZY ALERT!" Dawnstar yelled with a smile.

"The future? You're right, that does sound crazy." Clark smiled, obviously unconvinced.

"You're the only one that can help us." Brainy stated desperately trying to convince the spectacled boy.

Clark turned away "I...you have the wrong guy."

Ben 10 walks up to Clark and puts his right hand on his shoulder. He was about to say something when suddenly, his Omnitrix started blinking yellow and talked, catching Clark's attention.

"_Unknown DNA sample detected. Scanning." _before Clark could react, a flat yellow beam of light shot from the Omnitrix and scanned up and down his body; he could do nothing but stare in awe and confusion. The light retracted and the Omnitrix spoke again. "_New sample catalogued. Scan complete." __It finished._

Ben 10 gave Clark a knowingly look. "You're not really human, are you?" he asked.

Clark's eyes widened before he turned away. "I gotta go!" He said before he turned into a blur of speed, kicking up dust in his wake.

"Clark, wait!" Brainy yelled but Ben 10 stopped him.

"Hold on, Brainiac-5. I have a feeling he knows we're right. We better give him some time." The Omnitrix wielder suggested.

* * *

><p>Clark had ran to his house and walked in the door when he heard his adoptive mother's voice.<p>

"Clark, your friends from the fair are here!" his mum yelled, causing him to stop in his tracks. He then looked in the kitchen to see the five strange teens seated at the kitchen table. "Oh no." He sighed with a face-palm.

"Hey Clark! Pie?" asked Bouncing Boy, offering him a slice of some pie he was eating.

"How did you get- never mind." Clark said deciding that wasn't important. "Okay, even if you are form the future, and I'm not saying that you are...why me?" he asked confused as the five teens smiled.

"We belong to the Legion of Superheroes; we want you to join us." Brainiac-5 informed Clark.

"A little forward, don't you think dude?" Ben 10 remarked, as Clark laughed.

"Yeah right, Clark Kent...a superhero. Right." He said sarcastically, leaning against the counter.

"Why not, super strength, super hearing, heat vision, you can fly." Bouncing Boy commented, counting them down on his finger.

"First, how did you know about that stuff...and second, I can't fly." Clark replied.

"We know this is a lot to take in, but you've got to believe us." Saturn Girl urged.

"Trust us, man. This isn't the kind of stuff you can make up." Ben 10 backed up.

"I can't help you, I'm sorry." Clark informed, "You guys better go before you get in trouble." he told them

"Don't you want to know more about your powers?" Saturn Girl asked. "Come with us and you won't have to hide them anymore." She insisted.

"Even if I wanted to, I can't just leave." Clark pointed out "What about my job?" he asked.

"They won't even notice you're gone." Brainiac-5 pointed out.

"What do you mean?" Clark asked in confusion.

"Time travel talk; confuses me too." Ben 10 shrugged.

"Come help us and we'll bring you back to the exact moment you left." The Coluan explained.

"You can do that?" he asked before Bouncing Boy lifts a boiling pot and inhales the delectable aroma.

"Just in time from chicken and dumplings." He smiled.

"Clark, do your friends want to stay for supper?" his Mum asked from upstairs.

"Haven't you ever wondered what the future holds for you? Now's your chance to find out." Saturn Girl told Clark. He thought for a moment and Saturn Girl smiled hearing his thoughts before he smiled.

"I'm goin' to the future ma! Be back in a few minutes!" he yelled and Dawnstar clapped.

"Take a sweater!" she yelled back and Brainiac-5 typed on his arm. The Time pod reappeared in the middle of the kitchen. Brainiac-5, Dawnstar, Bouncing Boy and Ben 10 walked in first and Saturn Girl held out her hand, which Clark took it as they stepped in. The door closed and they disappeared in a flash of golden light.

Martha Kent walks into the kitchen holding a bucket of laundry. "Future?"

* * *

><p>Back in the 31st century, the Legion Head quarters was being decorated by Phantom Girl and Triplicate Girl for Clark's arrival. Splitting into three, Triplicate girl hung up a banner.<p>

"Voila!" the three smiled as the banner briefly glowed and generated the words 'WELCOME SUPERMAN'.

"Good job, Triplicate Girl." Phantom girl commented with a smile.

"If you ask me, digging up some old hero from the past makes us look desperate." Lightning Lad stated with folded arms.

"Maybe that's because we _are_ desperate." The Bgztlian replied and rolled her eyes "Lightning Lad, this is the Fatal Five we're talking about. We've had trouble with them, especially since they brought Vilgax back to life, _and _even the science police are afraid of them. We need all the help we can get." She reminded the Winathian.

"You tell him, Phantom Girl." The three triplicates stated in unison; hands over each other's shoulders. Just then, a bright light shone behind Lightning Lad.

"It's him!" Phantom Girl exclaimed before she flew through Lightning Lad and the three triplicates just pushed past him. He made a face but nevertheless followed. The light shone brighter and the time travel pod appeared before opening. Saturn Girl, Ben 10 and Brainiac 5 were the first ones out, followed by Bouncing Boy, and then Dawnstar jumped out and turned around.

"Welcome to our humble home, dude." She said and helped Clark out. As soon as they saw him, the Carggite triplicates and the Bgztlian's excitement was replaced with discontent. As the banner falls off, the triplicates merged into one and looked depressed, as well as Phantom Girl.

"Is that...Superman?" she asked, disappointment evident in her voice.

Brainiac-5 was about to answer, but Lightning Lad cut him off "Haha, Superman? More like super geek." he quipped, putting his arm around the Coluan, "Brainy you've out-done yourself this time. You really think _this_ guy is going to help?" He mocked and Ben 10 punched him in the arm. "Ow!"

"Shut it, ego boy." He scolded the Winathian. "You're not helping."

"I know what I'm doing," Brainy stated, removing the arm. "Just give him a chance."

"Hi, I'm Clark." He smiled holding out his hand "Cool place." He complimented, shaking the Winathian's hand.

"It's a keeper." Dawnstar smiled.

"Oh, Thanks." He replied before turning to Brainy. "Alright, let's see if he can keep up." Lightning Lad stated to the Coluan.

* * *

><p><em>(Later)<em>

"Okie dokie, Clark. You stand over there under them huge weight lookin' things and we'll start this off." Dawnstar grinned he smiled and walked over to where she directed. As the metahuman walked over and stood next to the others, the weights came down as Clark held up them.

"They use these things to compress Tyrillium; hardest substance in the galaxy." Lighting Lad, who was behind the control panel, explained. "Let me know if it gets too heavy." The Winathian sneered and pushed up to start it.

The weight continued to press downward on Clark, but he to use his strength to hold it back with ease. "Don't hold your breath." he spoke with confidence.

Lightning Lad's smirk never left, "We're just getting started." he replied before he raised the weight level. This made Clark find it harder to keep it up then finally he pushed it to the max. Clark was straining himself to keep it up "Oh, he's losing it!" he stated as the floor under Clark's feet begins to crack.

"Come on Clarky, don't give up!" Bouncing Boy yelled.

"Yeah, dude! Give it your all!" Dawnstar cheered but Clark couldn't take it anymore. Finally, he ran out from beneath the excessive amount of weights before it crushed him. That's when Lightning Lad jumped over and landed in front of Clark, who was on his hands and knees.

"_This_ is your Superman?" he mocked, gesturing to Clark's pathetic state.

Clark gets back on his feet, "I have no idea who this 'Superman' you all keep talking about is, but it's not me, okay? You don't want my help, fine!" He stated angrily before he sped off.

Once he was gone, Lighting Lad looked to see most of the group giving him indignant faces. "So he's no Superman. Big deal." He commented nonchalantly, only to be punched hard in the arm again. This time by Dawnstar.

"You're a jerk, do you know that?" the metahuman scolded before she flew out after Clark as he rubbed his very sore arm.

"In your effort to test him Lightning Lad, did you bother to check the scale?" Brainiac-5 asked before Bouncing Boy walked over to check to panel.

"Is that how much he lifted?" he asked in shock.

"How much?" Lightning Lad asked

"3000 tons...approximately." Brainiac-5 responded, stretching his neck over Bouncing Boy.

Now Lightning Lad was shocked (no pun intended) "Oh...really?" he asked.

"That big mouth of yours truly knows no bounds, does it Sparky?" Ben 10 asked dryly, with arms folded.

"I'll go find him." Saturn Girl volunteered. "I'm sure Dawnstar already has." she said before walking off.

* * *

><p>Meanwhile, Clark had sped around New Metropolis. He stopped in his tracks upon noticing how the civilians weren't human.<p>

"Okay. I'm definitely not in Smallville anymore." He commented as he walked around. He found himself at a large museum. Standing near the entrance was a giant golden-statue of a man, who appeared to be wearing a cape, had an 'S' logo on his chest and was posing in a heroically proud fashion.

Clark walked inside and a female voice alerted him. "Things sure have changed, huh?" the voice asked and he turned round to see Dawnstar smirking as she stood up from a bench like she'd been there for a while. "I had a hunch you'd end up here, so I flew ahead and waited."

"You're right...they have changed, a lot." Clark agreed.

"Lightning Lad is a bit of an ego maniac. I take the mick out of him all the time for it, you just have to learn to handle it." she chuckled as he sat down next to Clark.

"I noticed that one." Clark replied with a smile.

Dawnstar's face became serious, "We did bring you here for a reason though." She stated.

"What reason?" he asked

"A team of villains called the Fatal Five; they were put away by the Legion a while back before I joined them. And recently they added a new member named Vilgax; an archenemy of Ben 10." She explained

"So they're really bad guys then?" he asked, to which Dawnstar nodded.

"It's a lot to handle, we know." Saturn Girl said, standing behind them.

"How did she find us?" Clark asked.

"I read your mind and followed you here." The Titanian explained.

"So what Bouncing Boy said was true then? I really can fly?" Clark asked, remembering how BB mentioned the ability he was certain he didn't have.

"Cool isn't it?" she asked and sat down next to the two "I'm sorry we brought you here. It's not your fight. We'll take you back, we can even erase your memory, you'll forget all about this." She offered, causing Dawnstar to frown. They just brought Clark here from the past and they were already considering taking him back?

"So these Fatal Five guys are pretty bad, huh?" he asked

"The worst." The Titanian stated. "The giant Validus, probably as strong as you."

"Though he's not the sharpest knife in the drawer." Dawnstar commented.

"Mano, he can destroy with a touch."

"But he sucks at telling jokes."

"Tharok, as smart as Brainiac 5 and armed to the teeth."

"...Okay, you is wrong girl... his teeth and feet ain't armed and he ain't as smart and the green dude."

"The Persuader... his atomic axe can cut through anything."

"He's ticklish."

"And the Emerald Empress their leader... her Emerald eye of Ekron is the source of her power and the tool for her cruelty." She finished

"She's isn't as hot as most guys think she is."

"And as Dawnstar told you, they added a new member, Vilgax; an archenemy of Ben 10." Saturn Girl explained. "You don't know this, but Ben 10's from the 21st century like you."

Clark was surprised by this piece of info, "I never would've guessed."

"It took the entire legion to put them in jail. They've escaped and now they're coming back...for us." She finished dejectedly.

"What about the police or the army? Can't they help?" he asked

"Those wimps? Gimme a break, they couldn't harm anyone if they tried." Dawnstar stated seriously.

"To put it in my terms, not against criminals like these. We're on our own, and they know It." she stated sadly and both Dawnstar and Saturn Girl's rings beeped. Then a holographic image of Lightning Lad appeared.

Saturn Girl, Dawnstar, get back to the base now! They're coming." He informed the two before the hologram faded.

"Well then, it's time to kick some backside." Dawnstar smirked as she sprouted her wings and took off.

"You should stay here." Saturn Girl told Clark.

Clark stood up from the bench, "Ma and Pa always say never turn your back on a friend in need. You brought me here for a reason, I'm coming with you." he stated firmly.

* * *

><p>Back at HQ, Dawnstar had arrived back. She enters the room and shocked Ben 10 when she accidentally crashed into him, both of them falling to the floor.<p>

"You should _seriously_ work on your landings." The brunette stated and she laughed nervously with a blush, seeing how she was directly on top of him in a rather awkward position.

"I've sent a code red to every Legionnaire." Phantom Girl announced.

"And?" Asked Lightning Lad.

"Shrinking Violet's under cover." said the white triplicate.

"Colossal Boy is still on Brall." added the orange one.

"What about Cosmic Boy?" the Winathian asked.

"At the outpost, he'd never make it in time." Saturn Girl answered as she and Clark walked in.

"We're it, Sparky." The purple one told him.

"What can I do?" asked Superman, hoping he could help somehow.

"If you're smart you'll go back home." Lightning Lad replied.

"I'm here, I wanna help. I have superpowers." He urged.

"You've never used them." The Winathian countered.

"I have used them!" he retorted.

"Not like this you haven't."

* * *

><p>Meanwhile outside the base, a large explosion was heard and through the smoke came the Fatal five; along with the cybernetic Vilgax. When the Emerald Empress saw the nine heroes she sneered.<p>

"I knew the Legion of Superheroes wouldn't stay hidden forever. Hopefully you'll put up a better fighting effort than before." She spoke nastily and the ten got ready what was surly to be a tough fight. Triplicate Girl divides into three.

"There's six of them, eleven of us," Bouncing Boy stated, placing his yellow goggles over his eyes. "Nooo problem, right Clark?" he asked Clark with a smirk, who responded by speeding off. Again. "Uh...we may have a problem."

"Hmm, seems you're a little short handed this time." She sneered

"Bring it on green queen! We put you away once, we can do it again" Lightning Lad exclaimed.

"Take 'em down boys." She commanded and they charged at the Legion.

"Whatever you do, don't look directly into that eye." Saturn Girl instructed and they flew off into battle.

Phantom Girl phased through the Persuader, grabs him by the ponytail and pulled him to the ground. Then Triplicate Girl span her other selves round and launched them at him, which he countered back by smacking them away with his axe. Then they were forced together when Validus squished them between his hands. He then went after Bouncing Boy, who was in ball form. He bounced off the giant a few times, before being hit by his Laser. He grabs to boy and brings him up to Emerald Empress, who hypnotized him with the Eye of Ekron.

"Your mind is mine." Emerald Empress sneered

"Do you mind?" Dawnstar asked as she pulls out a plasma gun from her utility belt and fires away but the shots missed and she was smacked by Tharok's laser gun. The cyborg then attempts to shoot down Saturn Girl.

Ben 10 confronted Vilgax. "Alright, Squid-face. Time we settled this." He said, activating the Omnitrix. "You've got some pretty tough armor, don't you? Well so does NRG." Once he selected the intended icon, and slaps the dial down and was covered in a green flash of light. When the light faded, Ben 10 was...definitely not NRG. Instead he turned into a red, six-foot tall, mollusk-like alien. His eyes are green, behind his legs and on the top of his arms are small spikes that are grey. On his shoulders and legs, there are black spots. On his hands there are port holes. He has four fingers with claws on them and on each one of his feet, there is a grey spike. His lower torso is grey, with two spikes on the side of them, and he had the Omnitrix dial positioned on his chest.

"**WATER HAZARD!" **the new form shouted in a voice similar to that of a human trying to speak underwater, though his mouth did not move when he spoke. Water Hazard looked at his hands. He groaned in annoyance and looked at the Omnitrix dial. "Really, Omnitrix? You pick_ now _of all times to mess around with me?"

Cyber-Vilgax responded by firing red eyebeams, which the Orishan blocked by bringing up his arms to shield his face at the last second; while his exoskeleton was tough, he still felt a burning sensation, as well as a gash across his forearms. Vilgax shot forward and swung his fist at his opponent. Water Hazard leaped into the air but Vilgax's tentacles stretched out for the Orishan and wrapped around his body. He struggled before he was thrown the opposite direction. Water Hazard went sprawling across the floor.

Seeing his arch-enemy slowly approaching him, Water Hazard raised his hands and fired two jets of water from the portholes in his hands and at his foe. Vilgax was unprepared and was blasted a good few feet away from Water Hazard. But he soon picked himself up.

Water Hazard slaps the dial and the familiar green light consumed him before he transformed into another alien. He turned into small, woodchuck-like creature with swampy-green skin, six sprout-like growths on the back of his head, tanned stomach and muzzles, black digits and black-green spots on his tail, limbs, hips and on his back. His green eyes are sharp, has whisker-like lines on his face.

"**UPCHUCK!"** the Gourmand yelled. Tentacle-like tongues emerge from his mouth and they latch onto some debris before Upchuck eats it. The Gourmand opened his mouth, and released multiple blasts of green plasma balls. Vilgax blocks them with his arms, before he brings his hands together and forms an orb of red energy in between them. Vilgax fired the red energy orb at the target. Upchuck opens his mouth wide and swallows the orb whole. He opens his mouth, this time firing the red energy back at him. It hits Vilgax square in the chest and sends him crashing into some parked cars. Upchuck smirked in satisfaction when he noticed a gash was left on Vilgax's chest from being hit by his own attack. At least now he knew that even with his new body, Vilgax _could _be hurt.

Phantom Girl was smacked away by the Persuader's axe, before she too was hypnotized by Empress's eye. Brainiac-5 was fighting Mano. He launched his arm forward like a whip but Mano grabbed it and flung him round into the Eyes ray hypnotizing him as well.

Vilgax lifts up a car and tosses it at Upchuck, who quickly touches the dial again and transforms into Brainstorm.

"**BRAINSTORM!" **the Cerebrocrustacean proclaimed before he projects an electrical force-field, which the car harmlessly bounces off of before it fades away. "Perhaps some exposure to electoral cranial power will force to submit." Brainstorm opens his head-plate, revealing his brain and fires a blast of yellow lightning at Cyber-Vilgax, coating his whole body electricity. One would think that the fact that Vilgax being soaked in water would cause more damage to him, but much to Brainstorm's dismay, Vilgax instead absorbed the electricity into his body. Before the crab-like alien could react, he finds himself wrapped in the metallic tentacles of his archenemy and is bombarded with a mixture of Vilgax's red electricity, and his own electricity, making him cry out in pain. Brainstorm passes out and reverts back into Ben 10. The Chimera Sui Generis lefts Ben 10 up to the Empress, who wakes up only to be hypnotized by the Eye of Ekron as well.

"Ben 10!" Dawnstar yelled and shot the eye with her gun but it bounced off and hypnotized her too, before she plummeted towards the floor and landed with a hard thud. Lightning Lad tried his hardest to fend Validus off Empress aimed for him. He flew down and then was shot by Tharok's beam cannon and fell next to Dawnstar as Saturn Girl was dropped on the other side of him.

"Where's Superman when you need him?" he asked himself as the villains surrounded the defeated heroes.

* * *

><p>Meanwhile Clark had took the costume from the Museum. He was now wearing a blue bodysuit, with red pants and a matching red cape. On his chest displayed a shield-like crest which was yellow and outlined in red. And in the middle was a red 'S' logo. It seemed baggy at first, until the costume appeared to fix itself until it fitted Clark's body perfectly. Even his hair gained a more gallant style. Clark looked up at the statue of his older and noticed how 'he' didn't wear glasses. He removed his spectacles and puts them away.<p>

"Up up, and away!" he exclaimed then flew up, struggling a bit before he crashed into a pipe. He struggles to get his balance, "Gotta work on that." He stated before flying off.

* * *

><p>Back at the battle, Validus was holding Lightning Lad and Saturn Girl in his large hands, with Empress was trying to hypnotize the former, but the Winathian resisted.<p>

"It's kind of sad really, watching you struggle like this. You're just going to end up like the rest of them." she mocked.

"No...I...won't." He struggled then was made to open his eyes and was hypnotized instantly. Saturn Girl awoke, before the Titanian treats the Empress to a brain blast, making her cry out in pain.

"Strong mind, but your body is weak, and when that goes, it's lights out. Permanently!" she stated and the Eye lit up, blasting her as Clark crashed into the floor, drawing her attention away from Saturn Girl.

Superman emerged from the smoke, coughing. "Let them go, Empress." He ordered.

"Love the cape, very 21st Century." She joked.

"Last chance." He warned, with a tone that stated he wasn't messing around.

"You're braver than you look, but I'm afraid you're too late." Empress told him. "Teach him some manners, guys." She ordered.

Tharok fired him with his energy cannon, but Clark mustered enough strength to make it bounce off. Then Persuader smacked him into the floor with his axe, but he punched his way back up, only for Mano to pick him up and blast him into the air. Vilgax appeared above him and brings his fists down, sending Clark crashing to the ground. Validus followed by stomping on him with his big smelly feet, pinning him down. Mano covered his mouth as the eye shot a green beam down to hypnotise him.

As he struggled, Saturn Girl woke and broadcasted a mind wave to her teammates. '_Look at Clark. If he's not going to give up, we can't either. You have to fight it!'_ this cancelled out the hypnotizing effects and the teen heroes woke up.

"Aright, go Clark!" Dawnstar cheered then got dirty looks from everyone "...too much?" She asked and they all nodded as Clark tried his hardest to keep his eyes closed.

"Now play nice and look into the eye." Empress ordered, though she had to admire Clark's persistence.

"If that's...what you really want." He struggled and opened his eyes letting out his red, laser vision, which shot the eye. The beam became stronger & wider, and shot them all. When the dust cleared he was stood there firmly, with his eyes shining red as the six villains were on the floor.

"Hey, they're getting back up!" Brainiac-5 said.

"Then let's put 'em down for good." Lightning Lad stated as his eyes shone and his scar lit up.

"Must, kill...Empress." Dawnstar said in a fake robotic voice then flew off with the others right behind her.

Ben 10 smirked as he scrolled through the Omnitrix playlist. "I think I'm gonna use an old favorite." Once he found the icon he wanted, he pressed it, and then slapped down the core, covering him in the usual emerald flash. When the light disappeared, Ben was now a seven foot tall humanoid with black skin; except for his chest and torso, which was green. It had a lean muscular body and a single cycloptic green eye that beamed with confidence. On top of its head were two long antennas with golden plugin tips at the ends, along with a tail that had a build similar to its antennas. Attached to its forearms, shoulders, and hip are golden bolts that resemble batteries. Its fingers are comprised of square-shaped, golden plugins that were identical to the plugins on its antennas and tail.

"**FEEDBACK!" **the Conductoid proclaimed. He grinned confidently at Vilgax while punching a fist in his open palm. "Ready for Round Two, Vilgy?" Vilgax fired launched a larger red energy orb at Feedback. Grinning, the Conductoid brought his plugin tips in front. When the orb made contact, Feedback started absorbing it into his fingertips. His body glowed with intense energy and he suddenly became a fast blur that appeared in front of Vilgax and treated him to a one-two to the face; breaking it a bit, and aims his plugin fingers at him. Feedback fires a beam of blue energy that sends the cyber warlord skidding on his back.

Feedback jumps on top of his enemy and plugs his antennas into his chest. Before Vilgax could struggle, Feedback begins draining large amounts of his energy, causing Vilgax to appear slower and weaker. Once he was sure he absorbed enough energy, the Conductoid channels it all into his right fist. He smirks at Vilgax mischievously before he thrusts his fist downward into Vilgax's torso. The force was strong enough to release a 50 foot wide shockwave, kicking up debris and dust. The smoke cleared to reveal Feedback with a foot planted on the unconscious Vilgax's chest, and a gaping hole in his stomach area, revealing some damaged circuits. Smugly, Feedback brings up his fist; which is emanating smoke, and blows it off.

Brainy went up against Tharok and he blocked the first attack. The Coluan transformed into his larger form and guns emitted from his shoulders and arms. Next this you see is Tharok running away before being blasted by Brainiac-5.

"Awww, is the poor widdle Robot afraid of the big bad Coluan?" Dawnstar teased before deciding to help Clark with Empress. Then Bouncing Boy and Triplicate girl smacked the Persuader into the wall, before he fell to the floor. He looked up to see Triplicate Girl blow a raspberry at him. This angered him further as he stood back up and he swung his axe down at her, but she duplicated in 2, allowing the axe to harmlessly land between them. He then swung it sideways and she triplicated. She merged as Phantom Girl phased through him and took his Axe, giving Triplicate Girl the chance to separate and kicked him away, before merging again as Persuader was knocked out cold. Saturn Girl was against Validus, the roared at her. The unfazed Titanian puts her hand against his head and sends a telepathic order, '_Help my friends.'_ she instructed controlling the giant. Validus turned around to see Mano grappling with Lightning Lad. He grabs the Angtuan and then flung him away as the Winathian looked confused until he saw Saturn Girl controlling giant. Lightning Lad turned around to see Clark fighting off a green ray from the Eye, but he was blasted down to the floor.

"Hit her with your freezing breath." Lightning Lad suggested.

"My what?" Clark asked.

"Think cold and blow." The Winathian instructed.

Clark flew up and blew out cold air at the unprepared Empress, freezing her and the Eye of Ekron instantly. Clark landed on the floor and caught the frozen Emerald Empress and her eye in his arms as Dawnstar just stood there bored. Mano and Validus were the first to be put in front of him then the Persuader was carried there by the three triplicates; Phantom Girl sitting on his torso holding his axe. Then Brainiac-5 carried Tharok over and dropped him to the floor, followed by Feedback dragging Vilgax by his leg before dumping him next to the other villains. Just then Empress closed her eyes and the eye-shaped symbol on her forehead glows, before the area is covered in green light. The light disappeared to show the villains are gone.

"Hey...where'd they go?" Clark asked in shock.

"Teleported, they could be anywhere in the galaxy at this point" Brainiac-5 explained. "But I think they got the message." He added with a smile.

"And not a moment too soon." Feedback added with his signature grin.

* * *

><p><em><strong>(Back at HQ)<strong>_

"I knew he could do it." Lightning Lad lied, causing everyone to surround and give him him weird looks. "Maybe not at first." He corrected.

"Do you guys always have this much fun?" Clark asked

"Pretty much." Phantom Girl answered.

"I guess we'll take you home now." Brainiac-5 sighed sadly and Ben 10 nudged Clark.

"Why don't you just stay for a while?" He whispered and Clark smiled.

"Hold on a second...you said you can take me back to the same moment I left right?" he asked and Brainy nodded "You know I didn't get a chance to see New Metropolis." He smirked.

"And you didn't really get a chance to try out all your powers." Saturn Girl added before the young Coluan turned around and smiled in anticipation.

"Maybe I should stay a little while longer." Clark smiled, rubbing the back of his head.

Brainiac-5 walked up to Clark. "Well, as long as you're here, you'll be needing these." he stated, presenting Clark with a Legionnaire belt and ring. Clark clipped the belt on and put the ring one his finger.

"Aright Clark!" Phantom Girl exclaimed.

"Yeah!" commented the three triplicates.

"Way to go, dude!" Dawnstar smirked.

"Congratulations, Clark." Bouncing Boy cheered.

"Welcome to the hero club." Ben 10 chimed in.

"You know, 'Clark' just doesn't cut it as a superhero name," Lightning Lad said. "If you're gonna be on the team, you're gonna need a new handle. Just like the rest of us." He told Clark.

"I already have one." Clark replied.

"You do?" he asked

"Superman." Clark answered.

* * *

><p>Later, the teen team of nine were outside flying through the air.<p>

"So...why are we randomly flying over New Metropolis?" Lightning Lad asked in confusion.

"Uh, because it's dramatic?" Ben 10 answered as if it were obvious.

That's when Superman fell out of the sky then came back up next to Brainiac-5.

"Turbulence." Superman said.

"Try it like this." Brainiac-5 suggested before putting one arm in front of the and other cocked back next to his hip.

Superman copied what he did and was now in perfect balance. He grinned. "Hey, I like it." He said before flying ahead until he was in front of the group.

"Dude! That's my spot!" Lightning Lad yelled.

"Shut it, ego boy!" Dawnstar exclaimed, while Ben 10 laughed.

**And that's my third chapter. Second if you don't count the Prologue. Be sure to leave reviews and I'll see you next time for my third chapter: **_**Timber Wolf.**_

**FUN FACT: Both teen Ben Tennyson and teen Superman are voiced by the same person: Yuri Lowentha.**

**Some of you might think I made Ben 10 lose to Vilgax a little too easily. But remember he has had some upgrades making him a lot stronger than before, so it'll inspire Ben 10 to be more creative on how to fight his newly enhanced archenemy.**

**PS, feel free to PM me some suggestions or ideas for future chapters if you have any, or to tell of of any spelling ares of typos you might see. Plus a suggestion for Ben 10's Krptonian form. There's one I'm considering, but if any of you have one, do tell. ****BTW, did anyone else notice a floating robot that looked a lot like Booster Gold's partner Skeets?**

**That aside, I wish you all an enjoyable Christmas, and I'll see you next time, once I've given some attention to my other stories. Goodnight, wishing you missile-toes and eggnog!**


	4. Timber Wolf

**HAPPY NEW YEAR EVERYBODY!**

**2015 is almost here! It'll be a whole new year for everyone, authors especially. And one of my New Year resolutions is to write a Ben 10 crossover fanfiction that'll one day (and hopefully) be as popular as the ones written by **_**Bigby the Big Bad Wolf, The Incredible Muffin, Ultimate10, Stone-Man85, **_**and _Blazorna Ibara_****. Those guys and their stories are part of my inspiration.**

**FYI, I planned to upload this chapter a little later, but I actually finished earlier than I thought.**

**BTW, for those of you who are wondering where the events of this story takes place, it's after**_**"The Vengers"**_** episode and before **_**"Cough It Up/**__**The Rooters of All Evil**__**" **_**episodes. So it's before the **_**Universe VS Tennyson**_** episode, meaning Ben doesn't have full control over Alien X.**

**Enjoy.**

* * *

><p><strong>CHAPTER 3<strong>

**Timber Wolf**

On a distant planet from Earth, the forests succumbed to darkness as flapping bats decorated the night sky. An aged man, wearing a green suit and yellow glasses, wandered through the woods in search of something. Something...dangerous. In his hand was a tracking device and to his left and right were robots to keep him safe from what he might encounter. The Robots advanced on the bushes but he brings his hand up, signalling them to stop.

"Show yourself!" he ordered to a creature hidden within the bushes.

A rustling noise was heard along with a deep growl, as a large, grey, wolf-like creature, with black mane-like hair with a white streak, and eyes with golden sclearas and red irises, sped past the bushes and towards the man. Not knowing where the beast was, the robots were taken down by the beast with ease just by tearing through them with razor sharp claws, blowing them all up to pieces. The elderly man ran off into the forest to escape the beast, as he ran past a cliff the wolf creature was atop it. It howled at the three moons before jumping down from the cliff and after its prey.

* * *

><p>Meanwhile, not too far away, a large creature was situated near an asteroid cluster. It looked like a 15 foot, giant amoebae-like creature; its body had a self-luminous surface and had four tentacle-like appendages formed from its innards. If one looked closely, ships were trapped within the creature like fruit pieces in gelatin. Superman, along with Ben 10 and Lightning Lad flew towards the beast.<p>

"That thing is eating all the ships!" Ben 10 said.

"Yeah, a mortsac will eat anything." Lightning Lad replied.

Superman then spoke, "Anything we need to-" but was cut off when Lightning Lad spoke.

"Watch and learn, boys. Watch and learn." The Winathian told them with a smirk and flew off towards the mortsac.

"This isn't gonna end well, is it?" Superman asked Ben 10.

"Probably not." The brunette replied.

Lightning Lad charged up an electric attack and fired it at the monster only to have it bounce back and just barely miss the boys by an inch.

"That...worked well." Superman remarked.

"Haven't you three gotten rid of that thing yet?" Saturn Girl asked from the Legion Cruiser, where she waited along with Dawnstar, Brainiac-5 and Bouncing Boy.

"We've got it right where we want it, Saturn Girl." Lightning Lad responded then a tentacle wrapped around him and pulled him out of sight on the screen from the ship, as she face-palmed.

Suddenly, the alarm went off in the ship.

"What's goin' on?" Bouncing Boy asked.

"We're receiving a transmission on the Emergency channel." Brainiac-5 answered before he pushed a button on the control panel "Look." He instructed, directing their attention to the screen where an elderly man with yellow glasses appeared.

"Legion of Superheroes, this is Mar Londo of Rawl." The man introduced himself "Your immediate assistance is needed." He explained and a crash was heard "Please." He pleaded then the screen fuzzed out. They looked at each other shocked.

Outside, Lightning Lad was being pulled around by the tentacle, while Ben 10, who had turned into Jetray, was keeping some tentacles at bay with his neuroshock beams, and Superman flies around avoiding them.

"Forget globby and get back inside. We have a mission." Saturn Girl informed them as Lightning Lad fired an electrical beam at the tentacle and Superman pulled it off him.

"What about _this_ Mission? We can't just leave this thing out here." Superman stated as Lighting Lad flew near the ship entrance.

"Superman." Jetray said, "Ready for the Neuro-Heat combo attack?" he asked with a grin.

"Am I." The Kryptonian replied with his own grin.

Jetray fires a large green neuro-beam from his tail at the same time Superman fired away with his heat vision. The two beams merged to form a whirling beam of red-and-green energy. The combined beam attack hit the mortsac dead center, and pushes it a _very_ far distance into deep space and out of sight. Jetray was covered in a green flash, turning back into Ben 10 and he and Superman exchanged hi-fives for a job well done before they both flew back to the ship.

Lightning Lad was staring in awe at the move his two teammates just performed. "What...was that?" he asked.

"A little something Ben and I came up with during training." Superman answered.

"You two could have just done that in the first place, you know." The Winathian stated bitterly.

"We were _watching and learning_, remember?" Ben mocked with a shrug, earning a glare from the Winathian.

* * *

><p>The ship was off and Brainiac-5 decided to annoy Bouncing Boy from across the room; he had his neck stretched out to talk to Bouncing Boy.<p>

"Can I help you?" Bouncing Boy asked irritation evident in his tone.

"You're flying without the auto-compensators." He pointed out, "I specifically designed that sub-system to assist you." he mentioned and stretched his arm over.

"No offence, Brainiac-5, but when I fly a ship, I actually _want_ to fly it, not babysit a console." He retorted and the Coluan tried to push the button, "W-w-what are you doing?!" he asked, trying to push the arm away, but the arm gets past and pushes a button. But it was an unintended button.

"Uh-oh." Brainiac-5 said before the ship started wobbling, causing everyone to tumble around. Lightning Lad caught Saturn Girl as Ben 10, Dawnstar, Brainiac-5 and Bouncing Boy crashed into the side. Luckily, they crashed into Bouncing Boy, so it didn't hurt, but then the ship moved more and everyone except Lightning Lad landed in a heap on the floor. Ben 10 and Dawnstar however, landed in a very...awkward situation meaning...

"Ooh, Ben 10 and Dawnstar sitting on the tree, K.I.S.S.I.N-" Lightning Lad sung but was cut off, at that moment they broke apart with Ben 10 blushing like crazy and Dawnstar just gave a coy smile.

"You finish that song and I'll go Rath on your ass, Sparky." Ben 10 threatened as the Winathian held up his hands in a mock surrender.

"That felt like we hit something." Saturn Girl noted.

"Technically we did. The planet Rawl. We've just entered the atmosphere." Brainiac-5 replied as the ship was practically coated in flames. The monitors started beeping. Bouncing Boy rushed over to the control panel, where the screen was repeatedly flashing 'WARNING'.

"Stabilizers offline, atmospheric thrusters at 20 percent. This is gonna be a rough one." He stated urgently and everyone held on as the cruiser crashed into a rock formation, then made a terrible landing on the ground, leaving behind a long trench as it did. Lightning Lad helped Saturn Girl up and Ben 10 helped Dawnstar whilst Brainiac-5 analysed the wreckage and Bouncing Boy sat outside on a rock.

"It could be worse." Superman suggested while staring at the wreckage.

"How? We're grounded." Bouncing Boy pointed out.

"Well, we could've disintegrated on re-entry." Brainiac-5 answered in a monotone voice.

"Hate to spoil your feel good moment, but this is a rescue mission, remember?" Lightning Lad reminded them before he took off, as did Superman, Brainiac-5, Bouncing Boy (in ball form), Ben 10 and Dawnstar. Saturn Girl was about to follow when she sensed something like voices. The Titanian stopped and looked toward the forest where the voices were coming from. They almost sounded...inhuman; animalism and blood-lust were evident in the sounds. Not wanting to find out what the voices were, she turned around and quickly flew off. She caught up quickly with the others and flew next to Ben 10 and Dawnstar, who were also behind. The two noticed the look on the Titanian's face.

"You okay, Saturn Girl?" Ben 10 asked.

"Yeah, you look kinda spooked all of a sudden." Dawnstar agreed.

"Don't worry, I'm fine." She answered, but was mentally unsure.

Superman was scanning the area below with his x-ray vision. "My ex-ray vision is picking up lots of stuff moving around down there, but nothing remotely human." He stated.

"Rawl is known for its abundance of wildlife, most you would classify as: unfriendly. Aside from Dr Londo's research station, little else is here." Brainiac-5 explained.

"What about you, Saturn Girl? Sensing anything?" Superman asked

Saturn Girl places her fingers on her temples, trying to sense for signs of human life. "Everything...and nothing." She replied "There's just too much noise, but back at the ship I'm pretty sure something was watching us." She added.

"Okay, now you're creepin' me out." Bouncing Boy commented as he bounced by.

"Yeah, Saturn Girl, you sound like those actors from Bouncing Boy's cheesy horror movies." Dawnstar remarked.

"Hey!" the human-ball retorted.

"Bingo." Superman said causing everyone, minus Ben 10, to give him funny looks.

"That means he found it." Ben 10 informed the others.

"Right. Down there." Superman said as he pointed down so they all followed him as they lowered their altitude until they ended up at a large facility.

"It seems pretty quiet." Lightning Lad stated as they looked around, when the lights shone, forcing them to cover their eyes, and the doors opened where the same man who sent the S.O.S transmission walked out.

"Don't be deceived, these woods are more dangerous than you can possibly imagine." He informed the teen heroes.

"Dr Londo, I presume?" Brainiac 5 asked, walking up to the man and shook his hand.

"Yes, yes. Come inside quickly. It may be safe for the Legion, but an old man like me doesn't stand a chance out here." He said and walked back inside as they followed but. Saturn Girl seemed hesitant at first, but caught up with the others as the doors opened automatically and they entered.

"My repair facilities are at your disposal. I only ask one thing in return." Dr Londo requested.

"Not a problem." Ben 10 assured with a smile. "We can get you off this planet in no time."

"Oh I can't leave Rawl." Dr Londo replied "My work is here, that's why I called for help." He explained. "What I need is for you to make it safe."

"Safe...From what?" Saturn Girl couldn't help but ask.

"A creature...out there." He answered gravelly "This creature, it's destroyed everything dear to me; my research, my team...my son." He said forlornly and showed them a picture of himself at a younger age and standing next to him was a smiling, teenage boy with a mullet-like hairstyle. "That's Brin. Remarkable young man; takes after his father, don't you think? He had so much potential." He said before his smile faded "But now...I want it caught, and I want it brought back to me." He told them.

"Don't worry, we'll find your creature." Superman assured.

"And I'll make sure it will never harm anyone again." Lightning Lad smiled.

"Yeah, we can..." Dawnstar trailed off before giving the Winathian a look. "Wait, waddaya mean '_I'll_'?" she demanded, as Saturn Girl looked very uncertain.

* * *

><p>In the hanger, Bouncing Boy and Brainiac-5 worked on the ship, while Dawnstar stood on the side watching.<p>

"You can't substitute a plasma conduit for an injector port Bouncing Boy; it's not in the schematic." The Coluan stated as he unscrewed one of the screws in a panel on the ship.

Bouncing Boy wipes oil off his face with a towel before replying, "Brainy, it's called improvising, you should try it sometime." He said with a smirk before cleaning his ear.

"A twelfth level intellect has no need for improvisation." Brainiac-5 countered.

"Fine, if you're so smart, fix it yourself." Bouncing Boy dared and walked off as Brainy unscrewed another screw.

"Where are you going?" he asked.

"Any place you're not." The human replied.

"Dr Londo asked us to confine ourselves to the hanger. He insisted!" the Coluan called to him.

"So I'm _improvising_!" he yelled back and walked off as the doors closed behind him.

"Was it something I said?" he asked Dawnstar, who replied with a shrugged and hummed an 'I don't know'.

* * *

><p>Meanwhile in the deep part of the forest, Ben 10, Saturn Girl, Lightning Lad and Superman were looking for the creature Dr Londo warned them about.<p>

"Been awfully quiet, Saturn Girl." Lighting Lad said "Not scared are ya?" he asked in a mocking tone.

"I'm fine" she answered quickly, causing the three boys of the group to look back at her.

"Come to think of it, you've been acting kinda weird since we came to this planet." Ben 10 pointed out.

The blond girl sighed "Sorry." She apologized "This place, you remember when I said I couldn't sense anything?" she asked "Well, that's not exactly true. I keep getting an impression; sounds really. It's as if hundreds of life-forms are calling out for help." she explained "Something's going on here, something bad."

The boys think about it and that's when they hear electricity crackling.

"Check it out." Lightning Lad said as his knelt over and picks up what appeared to be a robot part "Robot parts. Wonder if our creature did this." He wondered and Superman heard something approaching them.

"I have a feeling we're about to find out." Superman said as they were suddenly surrounded by dozens of robots with spherical-heads, four spider-like legs, one-eye each and tails. This forces the team of four to face back-to-back of each other.

"Not scared, are you?" Saturn Girl asked, causing Lightning Lad to give her a look before he shot an electric blast at a nearby robot, sending it backwards. Superman punched a few as Lightning Lad fired at more but his attacks seemed to bounce off and one swung for him with its tail, but just barely missed and cut through a tree only to have it fall down on top of them.

Ben selected an alien from the Omnitrix and slammed down the core, enveloping him in that signature green flash if light. In Ben's place was a being whose body was yellowish with black stripes all over it. He had spiky shoulders with two toed feet and hands that looked like pincers. Unlike the rest of his body, his head was a round, metallic, skull-shaped head with greenish eyes. The head was not connected to the body, but floated in between its spiky shoulders. Like all of Ben's forms' the Omnitrix dial was positioned on his chest.

**"LODESTAR!"** The Biosovortian shouted with a mechanical edge to his voice, though his mouth didn't move when it spoke.

Three of the robots lunged at Lodestar. He pointed his pincer-like hands at the robots and sends off green waves of magnetic energy distorting the air. When it reached the robots, they ceased their attack and were levitated in the air by the magnetic force.

If Lodestar's mouth could move, he would've smirked. "Unfortunately for you guys," he said smugly at, "No one can resist my magnetic personality." Focusing his powers, the Biosovortian compressed the robots together to form a large metal ball, before he tossed the ball at more robots, destroying them instantly. However, one of the robots snuck up from behind, wraps its tail around Lodestar, lifts him and slams his body hard into the ground before more dog-pile the magnetic alien in a huge heap. Nothing happens at first, until the robots are lifted off the ground by an unseen force, before they are all blasted backwards by a green, magnetic-force field projected by Lodestar.

Saturn Girl was surrounded completely; they jumped at her but stopped in mid air as her eyes shone they were blasted away by a transparent dome of telepathic energy. The Titanian fell to the ground and into unconsciousness. As more advanced on her, a howl was heard, catching their attention. They looked up, only to see the wolf-like creature jump from an unknown place and destroyed two of the robots. It roared at the others making them back off cautiously.

As Superman and Lodestar flew towards her location, Lightning Lad arrived first to find her gone. "Saturn Girl!" Superman called as he and Lodestar caught up to Lightning Lad. The latter touched the Omnitrix dial and reverted to his human form.

"Where is she?" Ben 10 asked.

"She's gone." He answered.

The other two couldn't believe their ears. "No, she can't be." Superman said, now worried for their Titanian teammate's well being.

"And I have a hunch Dr Londo's creature is behind this." Lightning Lad added angrily as he now had the urge to zap the creature to oblivion if it did anything to his crush.

"Don't worry, guys." Ben 10 said, grabbing their attention. "It couldn't have taken her far. I know exactly how to find them." He said as the Omnitrix holo-wheel popped up and scrolled through the DNA library.

"How?" Superman asked hopefully.

"By picking up its scent." He said. Once he selected a form, he slaps down the Omnitrix core. Superman and Lightning Lad were forced to turn away from the usual blinding emerald flash. When the light disappeared, they turned back to see that Ben 10 was replaced by an eight-foot-tall, werewolf-like being covered in dark grey fur and a long, flowing mane, a large bushy tail, had four sharp claws on each hand, and three clawed-toes on each foot; two on the front and one at the back. He wore a tight, green suit with a white belt and green wristbands, and he wore a green collar where the Omnitrix dial was displayed.

"**BLITZWOLFER!" **the Loboan howled.

Lightning Lad raised an eyebrow. "The wolf guy? Why not Wildmutt?" he asked.

"I can't talk as Wildmutt." Blitzwolfer explained. "Besides, you'll understand me better when I tell you if I found Saturn Girl." He explained.

"He has a point." Superman agreed.

Blitzwolfer got on all fours, puts his sensitive nose to the ground and sniffed a couple times. He then lifted his head and sniffed the air, analyzing the multitudes of scents pouring into his nostrils. After a moment of sniffing, he finally caught two scents; one was a familiar scent obviously belonging to Saturn Girl, and the second scent, he could detect a being with...beastly intents.

"She's this way." Blitzwolfer said pointing in the direction before running towards it, "Come on!" The Winathian and Kryptonian immediately followed the Loboan, hopefully to where Saturn Girl was; each of them (mostly Lightning Lad) hoping that their Titanian teammate was alright.

* * *

><p>Back in the facility, Bouncing Boy was walking through the many halls when he was stopped by a load of medium-sized robots hovering from the floor.<p>

_"Restricted area."_ One of them informed to the human.

"No problem, I was just leaving." Bouncing Boy replied then tried walking past them, but was stopped when they moved in front of him.

_"Restricted area. Restricted area. Restricted area. Restricted area."_ They each repeated as they raised their weapons from their heads. Bouncing Boy's eyes widened before he shifted to ball form and bounced away from the robots as they all followed him down the hall.

* * *

><p>Back in the forest; Saturn Girl finally awoke in a cave somewhere to find herself in front of a fire.<p>

"No more thought blasts." She mumbled to herself. A low growl was heard before the wolf-like creature stepped out of the shadows and towards Saturn Girl; her breath hitched in her throat as she recoiled back, expecting the beast to attack.

"Get away!" She panicked the beast and kicked it across the face. This only made it growl even more and advanced on her "Stay back! I, I have powers, and I _will_ use them!" she threatened as she stood back up and made a dash for the exit of the cave. But the wolf-beast blocked her path and growled in a threatening manner. This knocked Saturn Girl off her feet and to the floor "Okay, I'm not leaving." She said raising her hands in surrender. "Just, don't eat me." She pleaded fearfully before the wolf-beast picks her by the back of her suit and drags her back near the fire.

She sat up and tried starting a conversation, "Nice place you got here..." she said awkwardly while rubbing the back of her head, while the creature sat on the other side. "Who, built this fire?" Saturn Girl asked "Did you?" she asked. While she wasn't sure if the beast could even talk, she figured it was better than saying nothing at all.

The beast walked over to her and tried to draw something in the soil with its clawed-finger. "Are...are you trying to tell me something?" she asked and it growled as if saying 'yes' before it continued drawing but messed up and wiped it off and held its head in frustration. "If you'll let me read your mind I can..." Saturn Girl offered before realizing something. "Wait, why do I need permission? It's a monster." She wondered before putting her hand to its head and her other hand on her temple.

Saturn Girl's eyes glow pink and flashes of Dr Londo and an experimenting table came into view. Next she sees the creature being transformed into that same monster. It jumped back roaring in what seemed to be pain but more anger. Saturn Girl stood up on her feet, "What have they done to you?" she asked in bewilderment as it howled.

"GET AWAY FROM HER!"

Saturn Girl and the wolf-beast turn to see Lightning Lad, Superman and Blitzwolfer approaching them fast. The Winathian charges up a fist for a lightning blast.

Saturn Girl tried to intervene, "No! It's not what you-!" but she was cut off as he fired at the beast. It had moved in front of the Titanian to protect her and was knocked into her and against the wall, knocking her out cold...again. It moved over her, checking if she was okay but was tackled by a grey blur; Blitzwolfer threw the beast into the wall, while Lightning Lad checked on Saturn Girl.

"How is she?" the Loboan asked.

"She's just knocked out." The Winathian answered, before bringing his attention to the beast. "_He_ on the other hand won't be so lucky!" he yelled and charged up his attack, then fired at the beast, who shielded it's face with its arms before Superman went to swing a spiked rock at it, but it grabbed the end and smashed it and Superman to the floor then launched the other end at Lightning Lad, pinning him to the floor.

It brought its attention to the advancing Blitzwolfer. "Why don't you pick on someone your own species?" the Loboan asked.

The wolf-beast responded with a feral growl and flexed claws, which Blitzwolfer happily returned with his own similar gestures. After a minute of circling each other, both wolf-based opponents let out battle cries in the form of howls and dashed at each other. They collided and the next thing, there's an exchange of strong punches, agile kicks and claw attacks between the beasts. Both let out feral growls and barks at each other, signalling that neither side was giving in.

The wolf-beast throws another punch, only for Blitzwolfer to catch it and throw his opponent over his shoulder. After skidding to a stop, the beast retaliates by grabbing the Loboan by the tail and throws him back-first into the cave wall. Blitzwolfer goes in for another attack, the beast does likewise. The two opposing wolves start grappling, both trying to overpower the other. They seemed to be even at first, but to Blitzwolfer's shock, his strength begins to dwindle in comparison to the beast as he is force on one knee while cringing in pain from his knuckles breaking. Apparently whatever Dr Londo did to this creature has drastically maximized its strength as well.

It only got worse when the beast drew Blitzwolfer in for a bite on his left shoulder. The Loboan grits his teeth to keep from crying out from the painful injections of the fangs in his flesh. Thinking quickly, Blitzwolfer opens his mouth wide and he lets out green waves of sonic energy that not only forced the beast to loosen its fangs, but sends it crashing into the cave wall, howling in pain. Ceasing his attack, Blitzwolfer looked at his bleeding shoulder in puzzlement. He knew he had to end this battle quickly. Once the wolf-beast recovered, it practically roared at the Loboan, extended its claws and charges for a finishing blow; Blitzwolfer replied with a likewise attack. Once they were within each other's range, the two wolves lashed out their claws, and in the blink of an eye, Blitzwolfer and the wolf-beast were now eight feet apart back-to-back of each other. After a near-silent minute of heavy breathing from a tough battle, the wolf-beast's eyes roll to the back of its head, wheezes and collapses on its back.

Recovering from his exhaustion, Blitzwolfer turned to the beast gave a toothy smirk. "Sorry buddy, but _I'm _the top dog around here now."

Lightning Lad and Superman have recovered, and they and Blitzwolfer approached the defeated beast. Its chest was steadily moving up and down, indicating it was still alive. That was something Lightning Lad was about to change; he charged up a fist and prepared to zap the beast to oblivion, but was intervened by Superman.

"I think Ben got him." He stated holding Lightning Lad's arm back, who pulled out of his grasp and looked over the unconscious beast.

"Remember, Dr Londo wants us to bring it back _alive_." Blitzwolfer reminded him.

The Winathian huffed in annoyance. "Fine, whatever. Let's grab it and get the hell outta here. I think I've had enough jungle for one day." He said as he created an electric net to contain the beast in case it woke up. As Lightning Lad picks up Saturn Girl bridal style and Superman carries the beast, the trio walk out the cave. Suddenly, Blitzwolfer's ears twitch.

"Something wrong?" Superman asked.

"I hear something, not too far from here." He answered before sniffing the air. It was faint, but it there was no doubt that it was sweat and...fear. As Blitzwolfer and Wildmutt, Ben 10 is able to recognize the aroma of a certain pheromone secreted by humans or animals when they were afraid or panicked. In this case, the pheromone was coming from a certain animal not too far from where they were.

"You guys go on ahead." The Loboan told the other boys. "I'm gonna go investigate."

"Alright." Lightning Lad nodded. "Don't take too long."

The three then split; Lightning Lad and Superman fly back to the facility with Saturn Girl and the wolf-beast, while Blitzwolfer runs off to the direction to find the source of the smell.

* * *

><p>Back in the facility hanger, Brainiac-5 continued working on the ship whilst Dawnstar helped out. Right now he was using a blow-torch in his hand on the circuits.<p>

"I'm not worried." He stated and Dawnstar rolled her eyes "There's no reason to worry."

"Brainy, why don't you just go find him already?" she asked with slight annoyance. The Coluan nodded and flew down then opened the door.

"And even if there were, Bouncing Boy can take care of himself." He stated. He gasped when he saw Bouncing Boy on the floor tied up in glowing blue ropes by the robots.

"Little help here?" he asked urgently.

"Hold still!" Brainiac-5 exclaimed before extended all his fingers extended and connected with each of the robots. He sends out white electric energy that shocked them all, causing them to malfunction before blowing them up and releasing Bouncing Boy. He ran over to him and held out his hand to help him up.

Bouncing Boy smiled, "Nice save there." He commented taking the hand.

"Thank you. I improvised." Brainiac-5 replied with his own smile, as he pulled him up Dawnstar walked out.

"What happened here?" the winged-girl asked.

"I was attacked." Bouncing Boy stressed. Before he explained further, the trio heard what sounded like animal growls from down the hall.

"Come on." Brainiac-5 told them before they flew (or in Bouncing Boy's case, bounced) round a corner to see a room; likely Dr. Londo's lab. And in the room, several animal claws were coming out of various cages as if they were trying to break free.

"Don't leave the hanger, huh? I can see why?" Bouncing Boy stated.

"I assume we'll be snooping?" Brainiac-5 asked as he, Dawnstar and Bouncing Boy smirked.

"Damn straight." Dawnstar answered before they flew inside.

While looking around the lab, Dawnstar noticed an odd looking device displayed on the table and had glass over it. Upon closer inspection, Dawnstar saw that it was hexagonal-shaped and colored red-and-silver. The symbol on the centre looked like an open mouth with sharp teeth. The metahuman removes the glass and looks at the device in her hand. For some reason, it reminded her of Ben 10's Omnitrix...

"Hmmm." She murmured.

* * *

><p>Back in the forest, Blitzwolfer was drawing closer to the source of the smell. As he did, his sensitive ears picked up what sounded like canine growls and one that sounded like a whimpering puppy. Bliztwolfer peeks from behind some bushes and his eyes widened at what he saw. The Loboan saw what appeared to be five large wolf-like creatures, but of a different species than Blitzwolfer. They were brownish-orange with spikes on certain areas, had green eyes, as well as white muzzles and underbellies, and they each possessed deadly fangs that were purposed for ripping flesh. Each of the wolves had predatory gazes, as if they were ready to pounce on prey. Blitzwolfer looked to see what the wolves were ganging up on and his eyes widened further.<p>

It appeared to be a young pup of the same species as the wolves. While it did share the smaller spikes, green eyes and white areas, the only difference was its fur color: red. The poor pup was cornered against a boulder as its own kind prepared to end its life. Giving off a frightened whimper, the alien wolf pup closes its eyes and puts its paws on its head, waiting for its inevitable demise. One of the wolves roars and lunges pup, ready to sink its fangs and claws into it, but it was tackled by a grey blur and thrown into the others. The big wolves and the pup stared in shock and surprise to see Blitzwolfer, glaring and snarling menacingly at the older wolves. If there's one thing Ben 10 couldn't stand, it's bullies ganging up on the small and weak; whether they are people or animals.

"Not so tough when you're up against someone who can fight back, are you?" Blitzwolfer asked the other wolves as he flexed his claws.

The pup was _really _surprised of how for the first time in its young life, another animal was protecting it instead of trying to kill it like its own pack. Speaking of the pack, they growled angrily at Blitzwolfer for interfering with their kill. The one Blitzwolfer attacked changed targets and lunged at the Loboan this time ready to tear it to shreds. Using his superior strength, Blitzwolfer held the wolf back before blasting it and the other pack several feet backwards with a sonic howl. Seeing the wolf pack recovering and preparing to attack again, Blitzwolfer slaps the Omnitrix dial and transforms into...

**"NRG!" **the armored energy being proclaimed before his hands glow with reddish-orange energy and slams his fists to the ground, which instantly melted and created a pool of lava separating him and the pup from the pack. The pack, now scared, retreat back into the forest. Behind his vent-visor, NRG smirked in satisfaction. "That'll learn 'em." He said before he touches the dial again and reverts back to human form.

Ben 10 brings his attention back to the pup, who was still staring in awe. The teen walks over to it and the pup returns to its shaky timid state. Ben 10 couldn't blame it. After nearly being killed by its own pack, of course it'd be wary about others.

With a gentle smile, Ben 10 said "Don't worry, little guy. It's okay. I'm not here to hurt you." He assured it but the pup wasn't convinced. It gave a threatening snarl and barked at the human, warning him to leave it alone. But Ben 10 wasn't intimidated at all. In fact he found it adorable. "Really, I won't." He kneels down and gently pick it up. It struggles to get free, but Ben 10 held it firmly. "You don't have to be scared." Ben 10 starts gently rubbing to pup's back, effectively calming it down. The pups stares at Ben in awe. "Told ya. I won't hurt ya." Ben 10 smiled before the pup licks his cheek, causing a laugh from the Omnitrix wielder.

* * *

><p>Meanwhile, Lightning Lad and Superman continue flying over the forest with Saturn Girl and the wolf-beast, which regained consciousness and was struggling to break free.<p>

"Easy fella, I don't want to drop you." Superman told the creature.

"Go ahead, save us the hassle." Lightning Lad spoke angrily.

Deciding to change the subject, the Kryptonian asked. "Is she going to be okay?"

"Yeah, it's a healing trance." Lighting Lad explained. "Be careful what you say though, sometimes she can hear you...found that out the hard way." he mumbled the last bit as they continued flying.

* * *

><p>Back at the facility, Dawnstar, Bouncing boy and Brainiac-5 were outside the building, hiding from the security robots, when Bouncing Boy tried communicating with the others.<p>

"Stop! Londo will no doubt be monitoring communicator traffic. Perhaps if I think hard enough, Saturn Girl might just notice my brain waves." The Coluan stated with both hands to his head trying to concentrate.

"...or I could just do this." Dawnstar said before she stood up and yelled. "HEY GUYS! OVER HERE!" she yelled and the two flew down to them.

"Looks like they caught it." Bouncing Boy remarked.

When they saw the knocked-out Saturn Girl, Dawnstar ran past and over to the wolf creature.

"What did you do!?" She demanded and went to unleash it but was stopped by Brainiac-5.

"Uh-oh, healing trance. Is she okay?" Bouncing Boy asked Lighting Lad.

"She better be." He replied, a little unsure himself.

"Dr Londo is conducting outlawed experiments on the indigenous life forms here." Brainiac-5 informed. "This creature is undoubtedly connected." he stated as Dawnstar put her hand to the beast's head.

"What do you think it is?" Superman asked and a groan was heard.

"...Not what, who." the fully recovered Saturn Girl spoke, then gave Lightning Lad an annoyed look "and you can put me down now." She told him bitterly.

"How about a little gratitude, we just saved you from this thing." He retorted, putting the Titanian back on her feet and she fixes her hair.

"It wasn't going to hurt me; if you hadn't charged in fists-a-zapping, I would've told you that." She stressed as she walked over to the wolf creature. "I don't think Dr Londo has been completely honest with us."

"Y-You're not going to let it loose are ya?" Bouncing boy asked fearfully.

"We have nothing to worry about...hopefully." She added and she makes the net fade away, freeing the beast. It stood up letting out a roar before it dropped its arms in exhaustion.

"I'd feel more comfortable if we did this on the ship." Brainiac-5 insisted.

"I doubt _he_ would." Saturn Girl replied "and for what I'm about to do we need him as calm as possible." She said preparing to use her powers.

"In case things get a little, hairy." Lightning Lad smirked and charged his hands. This only earned him a look from Saturn Girl that said _'put a cork in it'_ and he begrudgingly puts powers down "Fine." He sighed.

Ignoring the Winathian, Saturn Girl used her mind powers to show everyone projected images of what had happened to the beast during Dr Londo's experimenting. They see the Doctor putting an operation mask over someone, an arm that grows fur and claws, and the Doctor pulling a lever, with the struggling beast strapped to the operating table.

"_Yes. It's perfect."_

That final image causes it to rear up and howl in pain.

"You aren't a monster, you have control." Saturn Girl spoke clearly.

Suddenly, the beast's body appeared to shrink a bit and gained a more humanoid form; he turned into a 6'2 male teenager with grey fur, long black hair with a singular white streak from the center of forehead, and long wolf-like ears. He was also wearing red pants. Fatigue overwhelming him, he fell on his hands and knees.

"Interesting." Brainy spoke "He must have been in some kind of super agitated state." He assessed by poking the male.

"Do you mind?" the wolf-teen asked in annoyance, looking up and Brainy, who backed away in shock.

"Have you...got a name?" Superman asked as the male looked at the others.

Before he could answer, another voice beat him to it. "His name is Brin, Brin Londo." Dr Londo answered from above them. He was surrounded by monster-like animals as well as hovering robots; all of them ready to attack. "Welcome home son." He said with a cocky smile plastered on his face.

"Well done Legion, I could've never brought him back on my own."

The teens all glared angrily at the doctor who deceived them, "You used us, that distress call was a fake." Superman accused.

"There is nothing more distressing than to lose a child." He retorted. Brin growled in anger.

"Brin, don't let him get to you." Saturn Girl instructed the wolf-like teen. "_You're_ in control remember?" she reminded Brin, who relaxed and smiled at the assurance.

"Eh, no worries dude. I'd have sliced his head off myself by now." Dawnstar grinned with a shrug.

"You better think of your next move, Dr." Superman informed the true bad guy.

"How about...Back off?" Lightning Lad added.

"No more experiments, I'm through." Brin told his father in a dead serious tone. "You'll never lay another finger on me again." he declared in a deep voice which would make most people shiver in fear.

"Then you leave me no choice. Take them all." He ordered and all the robots and monsters charged at the team.

Superman destroyed three robots by smashing through them, Dawnstar grabs two robots by their heads and smashes them together, Saturn Girl created an image of Londo holding a device projecting electricity to scare the beasts away but was then attacked by robots. She flew but they caught her side, making her grunt in pain and she ended up on the ground. As the robot was about to finish her off, Brin; with a feral growl, jumped on it and ripped off its head, smashing and smirks in satisfaction, which Saturn Girl returned with her own. Lightning Lad fired at the robots destroying a few as Bouncing Boy carried Brainiac-5, who was spinning his hands round like razor fans, blowing a load of them away.

"Suggestion, you should deflate." Brainy told the round metahuman.

"Thanks, but I think I know when to use my powers." Bouncing Boy retorted before he was then smacked into a tree by a robot, causing him to bounce out of control as the Coluan landed on his feet before he extended his arms to the robot's head. He discharges electricity into it, but somehow, the robot redirected the electricity back to Brainiac-5, shocking him instead.

"You're pretty good." He admitted as he retracted his arms back. He jumped over the robot as its arms came down on where he stood a second before; he stretched his arms out and sliced the robot's own arms off. Then with a smug smile, he ran around it with extended arms again and completely dismantles the machine, destroying it. "But I'm the one with the twelfth level intelligence." He smirked rubbing his shoulder.

Superman shot two robots with his laser vision then flew through the smoke cloud. He barely had time to register the monsters' sudden appearance before they dog-piled the Boy of Steel. But he wasn't at all worried as he lifted them up with relative ease. "Dog pile?" he asked with a smirk "That's so junior varsity." He remarked before he throws them several feet away.

Brin and Lightning Lad were back to back; facing Brin were two robots and two monsters were charging at Lighting Lad.

"Switch?" Brin asked and Lightning Lad shot at the robots, blowing them up.

"This doesn't make us buddies or anything." The Winathian stated before Brin jumped over him and threw the monsters away, before charging back into the fray.

At that moment, Ben 10 flew into the area, carrying the pup in his arms and landed next to Lightning Lad.

"Dude, where've you been?" Lightning Lad asked, slightly agitated. He then looked at the pup Ben was holding. "And uh...what's with the dog?" he asked in confusion.

"Long story." Ben 10 replied before he noticed Brin attacking the robots. He stared in surprised. "Why does the wolf guy look more human?" he asked.

"Long story." Lightning Lad used Ben 10's own reply. "Just know that _he's _the good guy, and Dr. Londo's the _real_ bad guy." He added as he fired lighting at more robots.

"Fair enough." Ben 10 nodded before he knelt down and puts the pup on the ground. "Stay." He told it firmly like a dog owner would.

Ben 10 stood back up. "More hostile robots, huh?" he asked before he activates the Omnitrix and the holo-ring pops up. "Nothing a little magnetic treatment from Doctor Lodestar can't fix." He said before slamming down the dial and was covered in green light. Once the familiar green flash was gone, rather than Lodestar, standing in Ben 10's place on all fours, was a light-orange creature who looked to be the cross of a dog, gorilla, and lion. It had no eyes, ears, nose, or tail, and was roughly the size of a car. Its teeth are much defined and stick out of his mouth, which had orange lips. It has three gill-like nostrils located on both side of its neck.

Ben 10 let out a series of howls and snarls, exclaiming his name in the alien's language. **Wildmutt** looks at himself and growls in frustration about turning into the wrong alien. Since Ben didn't have time to waste, he did what he did best: using what the Omnitrix gave him to his advantage.

Wildmutt's sonar detected three robots headed his way; they fired lasers at him, which the Vulpimancer easily evaded with his enhanced agility. He somersaulted in the air and once he landed in front of one, Wildmutt ripped off the arms of the robot before slashing its body in half, then crushes the second robot's head in his clawed hand and throws it into the third, destroying them instantly.

The Vulpimancer detects something from behind, and by the time he turns around, a tail smashes into him and sends him crashing into a tree. Shaking his head, Wildmutt looks to see a large white salamander-like monster; at least twice Wildmutt's size, with red eyes, three purple twos on each limb and gray spikes on its back.

Hovering next to the salamander, Dr Londo looks at Wildmutt with interest. "A Vulpimancer." He said, easily recognizing Wildmutt's species. "I've been wanting to study one for some time. You'll be the perfect addition to my next batch of experiments." He sneered eagerly.

Since the eyeless Wildmutt couldn't glare at Dr Londo, he settled for giving him a threatening growl. Who was this guy? Dr Animo's long lost brother?

"Take him down." Dr Londo ordered and the Salamander-like beast opened its mouth, releasing a long, thick purple tongue at Wildmutt, who narrowly dodges at the last minute. He tries charging at the salamander, only for it to knock Wildmutt off his feet with its tail before wrapping its purple tongue around his torso and smashes him on the ground a few times before releasing. Wildmutt tries to get back up, but the salamander pins him down with its front foot, causing him to struggle. The salamander prepared to finish him off, but it suddenly hissed in pain. Wildmutt is momentarily confused before he looks behind the giant salamander and sees the wolf pup biting into its tail with its sharp fangs. Hissing in anger, the salamander swings its tail a few times before finally throwing the pup off it. Fortunately the pup landed on its feet, and looks to see the salamander slowly approaching it. Rather than become timid, instead the pup snarled at the salamander and barks repeatedly at it, attempting to ward it off.

Wildmutt twisted the Omnitrix dial, then slapped it. His body doubled in size as his fur turned into a maroon-red color. He now has four huge greyish-white spikes running down his back that overlap. These spikes start out as a shark-like fin at the head and rises almost into an arc over the back, tapering near the rump. He also now possessed a long tail where the tip has a horn, resembling a scorpion stinger. His lips are now black and the Ultimatrix dial is positioned on his chest.

"**ULTIMATE WILDMUTT!" **he roared before charging at the Salamander.

As the salamander-beast prepared to devour the pup, the evolved Vulpimancer tackles it from the side and away from the pup, throwing it into some trees.

"Don't even think about it." Ultimate Wildmutt warned.

The salamander retaliated by swinging its tail. Prepared this time, Ultimate Wildmutt easily caught the tail in his powerful jaws before jerking his head to the side and swings the salamander across the ground, sending it tumbling. Next he somersaults over to the salamander and slashes its head with his tail-blade, leaving behind a large cut, followed by sinking his fangs into its leg, causing it to hiss in pain. The pup barks happily as Ultimate Wildmutt continued to overpower the salamander with ease.

After finishing off the last of the monsters, Brin set his sights on Dr Londo, who immediately hovered away on his machine as Brin gave chase. Seeing this, the others followed him to the facility. Dr Londo ran into his research lab and (stupidly) released the rest of the monsters, who in turn advanced on him.

"Go, attack!" he ordered, wanting the monsters to attack the Legion, but instead, they looked at each other and continued their on him, much to the doctor's shock "No...stop! I am your master!" he exclaimed as he backed away in fear.

At that moment, Brin, along with the Legionnaires, arrived and the humanoid wolf teen roared loudly at the monsters. They turned to him before they walked away silently.

"I'd of let him get eaten." Lightning Lad stated before Superman flew forward and grabbed Londo by the coat.

"Alright Doc, start talking." He ordered

Dr Londo smiled, "Very well, what would you like to talk about first? My creations I suppose; perfect specimens, marvels of nature, but not nearly human enough. No I needed a better subject for my crowning achievement." He explained looking at Brin.

"So you used your own son." Saturn Girl summarized.

"You must be the _worst _dad in existence." Dawnstar scolded angrily.

"It was to see him transform into the most formidable creature ever created for battle." He spoke as Brin growled at him "He should be thanking me, but no. He ran away before the process was complete." He sneered.

"Change him back!" Superman ordered, pinning Londo up against the wall.

"He can't, Superman." Brin told the Kryptonian. "My DNA has already been altered too much." He explained. "This is as close to human as I'll ever get."

"But for how long? A day, a week? You'll never be able to control yourself, Brin." Londo informed his son.

"Yes he will, and the Legion will be there to help." Saturn Girl defended.

"But there is one thing I don't get." Dawnstar said, catching everyone's attention. "What does this have to do with your experiments?" she asked, pulling out the device she saw in the lab earlier.

Ben 10, who had the pup resting on his right shoulder, widened his eyes at what he saw Dawnstar holding. "Dawnstar, let me see that." He told her. Confused, the winged-human handed the device over to Ben 10. The Omnitrix wielder studied the device and was now sure of what it was. He gave Dr Londo a demanding look and asked. "Where'd you get this Nemetrix?"

The Legionnaires, plus Brin all gave him confused looks. How did he know what the device was?

"Is that what you call that device?" Dr Londo asked. "Well, I stumbled across the 'Nemetrix' some time ago during my field research back on Earth. I found it aboard an abandoned ship and it appeared to not have been functional. So I took it with me in hopes of advancing my research. Primitive piece of tech, yes, but it intrigued me."

"Well you can throw your research plans out the window because I'm taking this with me." Ben 10 declared, putting the Nemetrix in his pocket. "It's obviously not safe to leave it in _your _hands."

"So what do we do with him?" Bouncing Boy asked, jerking his thumb at the doctor.

"This sector is outside any jurisdiction, not even intergalactic law can't touch me, and why would they? My work is a gift; I create life." Londo stated in a near smug manner.

"What you create is suffering, and the forest out there is filled with it." Brin retorted. "Children expect their parents to protect them. The only thing I've ever been to you is a science experiment; your own son!" Brin snapped before he proceeded to destroy every bit of technology in that room as the Legion calmly watched. When Brin stopped, he turned to his father, breathed heavily and said, "Never again."

He left with the rest of them as Londo hopelessly sank to his knees. Most of his life-long work was now destroyed; what was he going to do now?

* * *

><p>A few minutes later, the teen heroes boarded their cruiser and took off from the forest planet while they could.<p>

"I still don't see how we're leaving the planet without functioning atmospheric thrusters." A bewildered Brainiac-5 stated.

"Improvised." Bouncing Boy said in a smug tone. From under the ship, a smirking Superman was using strength to push it out of orbit.

* * *

><p>Later on...<p>

"Well, what do you think?" Bouncing Boy asked. They'd found a new set of clothes for Brin to wear: A black, v-necked vest stopping at mid-chest (leaving a tuft of grey fur exposed). Orange lines forming a 'wolf head' starting from his shoulders to his waist. The eyes are gold (same as his scleras giving him an intimidating four-eyed look at a distance) and are located mid-chest. He also had black pants with orange lines on the side stopping at mid-thigh. His boots are out of a lightweight but durable material. The boots go up to mid-shin, orange lines on the boots are connected to his big toe and little toe with three black with orange in the middle straps on his calves. Finally he also wore blackish brown gloves up to mid-forearms.

"Umm, a little tight." Brin replied, observing his outfit.

"You'll get used to it, eventually." Superman smirked.

"We can find you something else to wear." Saturn Girl offered.

"Nah, I think it suits him." Dawnstar commented.

"It's not the uniform, what if he's right? What if I can't control this monster inside of me?" Brin said unsurly.

Lighting Lad puts a reassuring hand on his shoulder, "Don't worry; we've got your back. Just...watch the claws." he added cautiously.

"Hm, it's a deal." Brin smiled.

"Are you ready?" Superman asked then opened a black box to reveal a Legionnaire belt with a flight ring. The wolf teen puts the belt on around his waist and the ring on his right middle finger. He then raised his hand and said,

"To the Legion of superheroes, I make this solemn pledge; to use my powers for good, to fight for justice and protect the innocent, to aid my fellow legionnaires in times of peril and to keep their secrets safe. I choose a new name to honour the heroes of the past, I am... Timberwolf." He spoke

"YAY WOLVES!" Dawnstar grinned happily and glomped the fuzzy teen, while the team, including the Legionnaires on the surrounding screens applauded. Even the wolf pup barked happily for Timber Wolf's achievement.

Then Brainiac-5 remembered something, "Ben 10," he said to the brunet. "I've been meaning to ask; how did you know what that device that Dr Londo had was?" he asked as everyone directed their attention to him.

Ben 10 took out the device from his pocket, "You mean this? It's called the Nemetrix." He said. "It's sort of like a cheap knock-off version of my Omnitrix, but instead transforming the user into my aliens, it turns them into their predators." He explained, earning astonished looks from the others.

"How do you know that stuff?" Lightning Lad asked.

"One of my old enemies; his name was Khyber the huntsman." Ben 10 answered. "Back when he tried hunting me for a trophy, he used the Nemetrix on his dog, allowing it to transform into just about any predator of some of the aliens I could turn into. Fighting it wasn't easy, believe me."

"Wow, sure is a good thing Dawnstar took it before Dr Londo figured out how it works, huh?" Bouncing Boy remarked.

"So what are you gonna do with it?" Saturn Girl asked.

Ben 10 thought about it for a moment; he wasn't sure on what to do with a dangerous weapon like the Nemetrix apart from keeping it as a souvenir, but Ben felt that he could do more with it in his possession. He then felt something rubbing against his leg and looked down to see the wold pup rubbing its head against Ben 10, before looking up at him, his tongue stuck out and innocently wagging its cute little tail.

Ben 10 stares at the pup for a moment, then looks back at the Nemetrix and back at the pup again. He smirks while rubbing his chin with a finger, "Hmmm."

* * *

><p>Later back at HQ, the team were in Brainy's lab waiting patiently for the Nemetrix to be repaired. On a work table, working on the Nemetrix is a grey skinned, frog-like, bipedal alien that is only four inches tall with large green eyes, which have rectangular pupils. He wore a green jumpsuit with a black belt. His suit has a black collar covering his long neck, wore black, fingerless gloves with a green rectangle on the back, and the Omnitrix dial is on his torso. <strong>Grey Matter <strong>does some final rewiring with the Nemetrix and closes the top part. Then he presses it and the Nemetrix base color shifts from red to green. "Okay, that should do it." The Galvan said, dusting his hands. "By re-configuring the DNA altering function of the Nemetrix, I've restored its purpose of rearrange DNA molecules of the wearer to the desired sample it currently stores." He explained before tapping the Omnitrix dial and reverts back into Ben 10. "In other words, our little friend here can now turn into whatever predator alien he picks from the Nemetrix." He simplified as he puts the green Nemetrix around the pup's neck like a collar. "Okay boy, show them how it works."

The pup barked an 'okay' before the Nemetrix glows with green energy, as does his eyes. The pup's body grew and swelled up until it transformed into a large, purplish-grey, bee/moth-like creature. He now had sharp fangs, four legs, two sharp teeth, a dual-stinger on his tail, two antennae on his head, four rapidly beating wings and green eyes. The giant insect gave a low screech noise.

The teens, minus Ben 10 who was proudly smiling, stared in shock at the major transformation of a cute and fluffy wolf pup to a giant predatory insect-like creature.

"Whoa," Dawnstar breathed in awe.

"Astounding!" Brainiac-5 said, who was the most awed of the group. "A Psycholeopterran; predatory alien of Necrofriggians. They all died out from being poached to extinction centuries ago." He stated.

"Is that its alien name?" Ben 10 asked. "I usually just call it 'Hypnotick'." He said before Hypnotick shrank back into the adorable wolf pup Ben 10 rescued, which gave a happy bark.

"Aww, he is kinda cute." Dawnstar gushed. "Well you know, for something that looks like he wants to rip your face off anyway. So what are you going to name him?" she asked Ben 10.

"I have always wanted a pet named Comet myself." Saturn Girl said.

"Perhaps Proty?" Brainiac-5 suggested. "Or maybe something more in keeping with his newfound ability to transform, like Metamorpho, after the member of the Justice League?"

"Ooh, how about 'Krypto'?" Superman suggested, earning him a menacing snarl from the pup.

"Yeah let's not. You can name your next dog that, farm boy." Ben 10 told him.

"So what _are _you going to call him then?" Timber Wolf asked.

Ben 10 smirks, "I'm actually thinking 'Snarl'." He answered.

Superman blinked at this, "'Snarl'?" he repeated. "Seriously Ben, that's the best _you _of all people can think of for a name?"

Ben 10 shrugs, "What? It's awesome and it's what he does." He pointed out.

"No kidding." Dawnstar said in agreement.

"It certainly does fit. Isn't that right, Snarl?" Saturn Girl asked the pup with a smile.

'Snarl' barks happily at the name given to him by his new owner.

Ben 10 beams smugly. "Told you. Awesome."

Lightning Lad shakes his head, "You guys can call that mutt Streaky the Supercat for all I care. Just make sure it's also called 'House-broken'. 'Cause I am _so _not cleaning up after him."

**End of chapter.**

**I do hope you enjoyed it and please don't forget to review. Telling me your thoughts keeps me motivated to right better chapters.**

**Credit goes to Codecrash for coming up with the idea of Ben having a pet. His idea for Ben's pet was inspired by Wolf from **_**Young Justice**_**, as well as the pack of wolves the **_**Justice League **_**episode **_**"Hereafter: Part 2"**_**, where Superman (adult) was temporarily powerless and tames the pack of wolf-like beasts and uses them as sled dogs. So Snarl is based on the alpha wolf-beast that Superman killed in that episode. The reason those older wolves wanted to kill him was because he looked different than they are with his red fur. So basically, Snarl now sees Ben as his new alpha and the Legion as his new pack. So just picture the alpha wolf from **_**"Hereafter"**_**, but as a pup. I made the Nemetrix green in this story so as to distinguish it from Khyber's Panuncian when it uses the red Nemetrix.**

**I'd also like to make something clear. Some of Ben's Omniverse aliens will look as they did in that series, Blitzwolfer and Grey Matter are one of them. Most of his aliens that appeared prior to Omniverse will look as they did in _Alien Force _and _Ultimate Alien_, like Lodestar, Wildmutt and Ultimate Wildmutt. While I did enjoy Omniverse, I'm not too thrilled about how some of Ben's alien forms received unnecessary re-designs to their appearances. Like Big Chill becoming bulkier, Swampfire having a "matured" fiery form, NRG having bolts and a handle on his head, Alien X being more muscular and has a bigger chin, I liked how they looked before better. Guess you'll have to wait and see how I make the aliens look in this story depending on how I feel about their old and new designs. **

**Next Time: **_**Legacy**_


	5. Legacy

**Disclaimer: Ben 10 and Legion Of Superheroes don't belong to me.**

* * *

><p><strong>CHAPTER 4<strong>

**Legacy**

The city was busy as always in New Metropolis. One could see a robot...or what seemed to be a robot climbing the roof of a tall building.

"Is all this really so terribly necessary?" asked a voice on a small screen inside the robot.

The female operating the suit smirked. "Yep." She answered and moved the robot forward to the edge of the roof "Come on, Woodhouse, live a little." She said before jumping off the roof. "WOOOOHOOOOOO!" she exclaimed before wings came out of the back and she soared through the sky. She flies through a holographic billboard and almost crashes into some flying cars.

Just then a beeping noise alerted Woodhouse. "Having a bit of trouble." Woodhouse said.

"Nothing to worry about." She said before she pushed the ejector button, but it flashed saying 'ERROR' "The ejector's not working." She stressed "But I can handle this." She spoke confidently as her robot suit continued to fall. Just as it was about to hit the floor, its plummet was ceased by Superman, who had caught it the last second.

That's when a girl with long ginger hair, green eyes and freckles on the bridge of her nose, jumped out of the suit. Dusting herself, she turns to Superman and said, "Thanks for the save." She waved and walked over to her car.

"Uh, sure. Anytime." He answered as the car flew off. "Who was that?" he asked himself out loud.

* * *

><p>Back at the Legion Clubhouse, it was quite quiet that day, except for the constant tapping noise of Brainiac-5's computer keys on his chair. The team were doing basically nothing except for looking at their holographic screens, and Snarl was sleeping next to Ben 10, but other than that, nothing was going on for them today.<p>

Superman flew in and landed in the middle of the room. "The weirdest thing just happened." He said sounding bewildered and catching everyone's attention.

"Let me guess, you accidently walked into another trans-matter gate and ended up on Mars." Lightning Lad said with a smirk.

"Very funny." Superman replied sarcastically "No, it's just, I met this girl." He answered gaining Phantom Girl's attention.

"Really? What's her name? What's she look like, ooh, is she cute?" the female Bgztlian asked eagerly.

"I hardly got a look at her; I don't even know her name." He stressed, then saw a picture on Phantom Girl's screen "Hey, that's her!" he pointed out. Saturn Girl, Ben 10, Lightning Lad and Brainiac-5 appeared, looking over his shoulder to see the picture.

"What?" the Kryptonian asked them.

"Erm, you know that's Alexis, right?" Phantom Girl asked Superman with a smirk.

"Richest girl in the galaxy? Even I know who Alexis is." Lightning Lad said, jerking a thumb at himself.

"I've seen her on tv a couple of times." Ben 10 added, remembering some of the live interviews he saw about Alexis.

"She takes the 'privileged but misunderstood' act to a _whole_ new level, and that's coming from an expert." Phantom Girl chimed in, gesturing to herself.

"She has her own private planet called Makathor, collects rare Jovian power charms, and never wears the same shoes twice. Or...at least, that's what I think someone told me once." Saturn Girl said.

"Girl's way out of your league, bud." Lightning Lad said, playfully putting an arm around Superman's shoulder.

"No one's out of Superman's league. He's Superman." Brainiac-5 defended, earning a smile from the Kryptonian.

"Thanks, Brainy." He thanked the Coluan, "Guess it doesn't matter. Not like I'm ever going to run into her again." Superman shrugged.

Ben 10 then walks over to answer the beeping door. The sliding doors opened and a robot appeared as Superman walked up to it. "For you, Master Superman." The Omnitrix wielder quipped.

"Compliments of Alexis." The robot spoke in a posh accent then dropped something in his hand, bowed and rolled off. Everyone gathered round to see what it was, as a holographic image appeared and Alexis's head materialized.

"Sooo, there's this Charity thing tonight that I have to go to, and you're coming with me. The invite has all the details, see ya there." The face smiled then disappeared as the girls looked at him shocked.

"Guess I have plans tonight." Superman smiled.

"Yes you do, you and I are scheduled for patrol." Brainiac-5 informed Superman.

"O-oh, we are?" he asked, having not known about it.

"No problem, Ben 10 and I'll cover for ya." Lightning Lad smirked.

"Yeah, you go one and have fun with your lady." Ben 10 added with his own smirk. Then he leans in and whispers. "Uh, think you can find out if she has friends?"

"Superman, this is highly irregular." Brainiac-5 said, still not comfortable with him not helping with patrolling. "With the Scavengers on the loose, I've calculated the optimum schedule for reconnaissance and-"

"Wait, wait a minute." Superman cut him off. "The who?" he asked in confusion.

The Coluan turned round to face them. "Didn't you read my report?" he asked, only to receive weird looks from each of them. "Did _any_ of you?" he asked again.

Superman and Phantom Girl look more confused, Lightning Lad sheepishly rubs the back of his head, Saturn Girl puts a finger on her chin trying to remember, and Ben 10 bites his lower lip while looking away.

Brainiac-5 gives a frustrated sigh and walks away.

"Brainy, it was 150 pages long." Phantom Girl sighed.

"Yeah, some of us aren't built like computers, you know." Ben 10 added.

"It was _132._" The Coluan corrected as he walks to his computer. "And if you had read it, you would know that the scavengers are a gang of technology thieves. My data indicates that New Metropolis is their next target." He explained as the others flew over.

"You needed 132 pages to say that?" Lightning Lad asked in disbelief.

"I've also mapped out a patrol scheme covering the most likely targets, and for Superman, a little sight-seeing." He finished but then saw Superman's depressed look "But I guess I could alter the plan." He sighed sadly.

Superman perked up, but saw that the Coluan was the depressed one now. He walked over to him.

"What if I make it up to you? We'll patrol tomorrow, and the next night...you and me." he offered, perking up Brainiac-5.

"Really?!" he asked eagerly. He then realized what he did and composed himself "I mean, that would be acceptable."

* * *

><p>Later in the evening, Superman had arrived at the Charity party, where several other guests of the wealthy variety were present. Noticing their formal attire, Superman, who came in his uniform, wondered if maybe he should've worn a suit. then heard a beeping coming from his Legionnaire belt buckle.<p>

"What's up Brainy?" he asked in a hushed tone, covering it with his cape.

_"Just wanted to give you an update on the Scavengers."_ The Coluan's voice answered back.

"Go ahead." The Kryptonian replied.

_"Currently there's nothing to report, but I'll keep you posted."_

"Thanks." Superman spoke with sarcasm evident in his voice.

A woman tapped him on the shoulder. "Check your...cape sir?" she asked with a smirk, as a few people laughed but he shook his head before she walks away.

"I must have read the invitation wrong, I didn't realize this was a costume party." Some snobbish guy stated rudely, causing more laughter. As Superman turned around to retort, a female voice beat him to it.

"Really? Then why'd you come looking like a stuffed morgue?" he turned to see a smirking Alexis with a hand on her hip. "Oh is that you Court, I'm sorry that's how you always look, isn't it?"

As the man walks away in a huff, Superman walks over to Alexis. "Hey." she greeted with a grin.

"Hey." he replied with his own smile.

"Charming as always Alexis." Three girls stated sarcastically but equally snobby.

Alexis laughed sarcastically then stopped "We're leaving." She said dryly and they headed out.

"What about your party?" Superman asked in confusion.

"They got my cheque. That's the only reason they invite me to these things." She answered in a bored tone.

"Although I can't say I'm disappointed to be returning home early for once." Woodhouse commented.

"So...then I guess this is goodnight." Superman said with uncertainty.

Alexis glances behind her to see a pale-skinned guy parking his motorbike. The ginger-haired beauty smirked. "I've got a better idea." she said and jumped on the random guys' motorbike.

"Hey! That's my bike!" the guy protested, only to be ignored as Alexis flew off on the flying vehicle into the air.

"Try to keep up." she smiled and flew off as the Kryptonian took off after her whilst a sighing Woodhouse paid the guy money for the bike.

Just then, Superman's belt started beeping again.

_"For tomorrow's patrol, I thought it would be fun to start in the Boston sector, then-"_

"Not a good time Brainy." Superman spoke cutting him off.

After a few more minutes of flying, the two had landed on a building. "You're crazy!" Superman exclaimed playfully and she puts a finger to her mouth.

"Shsssh, keep quiet and follow me." she instructed as he followed her into the building. They hid behind a wall to get past the guard then she ran over to a panel bent down and began clicking buttons

"I'm not so sure we should be doing this." Superman whispered

"It's okay, I own the building." Alexis informed him.

This confused Superman further. "Then why are we sneaking around?" he asked, rubbing the back of his head. She then opened the panel to reveal a tunnel.

"Nothing fun about a front door. Also, technically, you're not supposed to be here unsupervised." She explained as she climbed into the tunnel "A few problems with an experiment, now I don't know why the board of directions got so bent out of shape. The top ten floors look as good as new, don't they?" she asked as she climbed down the tunnel. "As Metro Internet's largest share holder, they're required to give me an office." She smiled opening a door to reveal a large room filled with games and small robots,

"This is your office?" Superman asked in awe. She smiled with a shrug then walked off "Cool." He smiled and followed her.

"Having all this stuff is okay, it's the pressure I could do without." Alexis stated whilst they played some sort of holographic rugby game.

"Yeah, your work here seems very stressful." Superman agreed with a smile.

"Do you have any idea what it's like to have everyone expect you to grow up to be some great important person?" she asked with a depressed facial expression.

"Actually I do." Superman answered with a bit of a chuckle.

"It's just that, I don't have a big thing I wanna do with my life. I just wanna be normal, tinker with my bots, have some friends, but I'm not even any good at that."

"You know I have a hard time making friends here too." Superman admitted "Most of the people the Legion run into all end up shooting at us." He stated weirdly.

* * *

><p>Meanwhile on the other side of the city, the team were doing their best to fight off the Scavengers, who were firing at them with weapons on their forearms. Lighting Lad and Ben 10; as Heatblast, were struggled to dodge their attacks, while also firing back with lightning and fire blasts respectively.<p>

"Looks like we found the Scavengers." Saturn Girl said.

"Yeah, well right now I kinda wish we didn't." Heatblast said as he continued launching fireballs at the enemies.

Saturn Girl back-flipped to dodge the shots before proceeding to their minds, "They want to add the weapons inside this depot to their arsenal." She spoke as one targeted her but then was punched by Brainiac-5 who stretched his arm.

"You wouldn't need telepathy if you'd read my report." He stated simply before putting up a purple energy shield as Heatblast morphs back to normal. "I'm analyzing our options, conclusion, our plan should be-"

"Keep 'em out of the depot." Lightning Lad finished as he continued firing.

"Got it." Phantom Girl replied.

"No problem." Ben 10 activates the Omnitrix and slams the core down, covering his body in a green flash. When the light died away, standing in Ben 10's place was an eight-foot-tall, dark-blue humanoid, robotic beetle-like being. It had dark bluish-purplish armor, a long horn on the top of its head connected to a shorter protrusion at the back of its head, and a large silver mouth that spreads over part of its chest. It also possessed a belt and wristbands as well as green oval shaped eyes.

"**EATLE!" **the new form shouted before charging at the enemy horde.

The Scavengers fired their weapons at Eatle, only for the beams to harmlessly ricochet off his armor. When he got close, Eatle punched away about three of the Scavengers. One tries to attack him head on, only to be grabbed by the head and lifted off his feet. The Scavenger tries aiming his weapon at Eatle's face, but the beetle-like alien snatches it away with his free hand.

"For me? You shouldn't have." Eatle said before tossing the Scavenger aside and eats the weapon. "Now let's see how you like it." The fin on top of the beetle alien's head began to illuminate green. Some of the Scavenger's were taken aback when a green energy beam was fired out of Eatle's fin and blasted them off their feet.

Phantom Girl phased through the floor, lifted a guy by his feet and into the air, and throws him into two more enemies. She then dodged some shots and punched the guy who shot at her. As the others fought, the Scavengers just kept coming.

Saturn Girl tried to kick one on but missed and was shot at. But it went right through her then she disappeared. The shocked Scavenger turned around only to be kicked in the face by the real Saturn Girl.

Eatle, Brainiac-5 and Lightning Lad protected the doors from the Scavengers.

"It's time to call superman." Brainy stated clearly.

"You know, it'd be a lot easier to listen to you, if you weren't so dang bossy. Besides, I don't need Superman's help to handle these clowns." He smirked and shot a load of them.

"May as well go with it, Brainy." Eatle suggested before he slapped the dial and transformed into...

"**JETRAY!"** proclaimed the Aerophibian before he went airborne and fires neuroshock beams at more of the Scavengers.

* * *

><p>Back in Alexis' game room, she and Superman continued to have fun on their date.<p>

"It feels like it's been a thousand years since I just hung out and had fun like this." He smiled as she scored a point

"Don't you have friends in the legion?" she asked

"I do, but being in the Legion, doesn't leave much downtime... unless Ben 10 has anything to do with It." he smirked

"Who's Ben 10?" Alexis asked.

"A boy from the 21st century, like me." Superman answered.

Alexis nodded in understanding. "I see."

* * *

><p>The Legion continued fighting but were struggling to fend off the overwhelming numbers of the Scavengers; no matter how many they take down, a new wave would replace them. Brainy was doing his best to protect his teammates, then he saw an opportunity. As a few Scavengers fired at Saturn Girl, he stretched his arm out and punched them, then put up a glowing-purple deflecting shield and sent all the shots aimed at him right back at the Scavengers.<p>

"Keep fighting!" One of them, who is the leader, spoke as they advanced on the Depot.

"You know, I think _now_ might be a good time to call Superman." Lightning Lad spoke.

"And do it fast." Jetray said, "We're getting creamed here." He added, firing at the Scavengers with his tail.

Once again, Brainiac-5 tried to reach the Kryptonian.

* * *

><p>"So, are you gonna stop letting me win now?" Alexis asked playfully<p>

"Was it that obvious?" he asked before his belt started beeping "Oh Brainy." He sighed in annoyance. Why couldn't he just let him enjoy his date?

"You in this game or not?" she asked as he turned his communicator off.

"I'm in." He responded.

* * *

><p>Brainy had put his shield down out of shock that Superman didn't answer his communicator.<p>

"Well?" Lightning Lad asked.

"He turned off his communicator." He replied sadly, not noticing a Scavenger approaching him from behind.

"Brainy, move!" Lightning Lad yelled, and Brainiac-5 turned round to see a shot had been fired; it hit his arm completely destroying the limb. The Coluan stumbled back and fell unconscious as Lightning Lad caught him. He and Jetray then fired at the Scavengers. Phantom Girl punched a Scavenger multiple times and Saturn Girl kicked two of their backsides as the floor rumbled they turned to see Brainy unconscious.

"Brainy!" Saturn girl exclaimed as she saw Lightning Lad holding the teen.

Jetray touched the Omnitrix dial and turned back to normal. He then looked to see more Scavengers advancing. "Get inside, now." Ben 10 instructed. "I'll hold them off."

The others nodded ran inside the depot with the Coluan and closed the doors. Ben 10 turned his attention back to the Scavengers.

"Enough's enough!" Ben 10 shouted once again slamming the Omnitrix dial down. In Ben 10's place now stood a six foot tall being whose body appeared to be made entirely of purple rock, with several dark lines and spots. His hands and face are magenta, and he also sports six magenta shards on his back, two on his chest, and one on the top of his head that resembles a horn. His face consists of a mouth and one large green eye at the centre. The new form does a dramatic pose and yells out his name.

"**CHROMASTONE!" **the Crystalsapien proclaimed.

"Let him have it, boys!" the scavenger leader ordered, and all at once, the scavengers aimed and fired their weapons at Chromastone. The Crystalsapien made no attempt to dodge or counter; he merely stood there, waiting for the beams to hit. Just as the multiple beams was about to make contact…Chromastone absorbed them all! The scavengers all stared in disbelief.

"That's not gonna work on me, fellas!" Chromastone grinned, his body illuminating in rainbow colors. "I'm a conductor for energy!"

Gathering the energy, Chromastone channels it into his hands and aims at the Scavengers. Before they could react, the Crystalsapien fires a large, rainbow-coloured beam of energy, which instantly blasts the remaining Scavengers off their feet and knocking them all out cold.

Chromastone touches the dial and reverts back to Ben 10, and he walks into the depo to join the others.

* * *

><p>Later on the team arrived at the base to see Superman sat down looking at a news report for Alexis, when he noticed they were in there and sat up.<p>

"What took you guys?" Superman asked as he walked over to them. "Check it out, Alexis has this office right? Where every game is-" he trailed off when he noticed Brainy's arm or what was left of it. "Hey, what happened to you?" he asked.

"Oh, he had a little run in with the Scavengers." Lightning Lad answered as Brainy regenerated his arm "They got away. What happened to _you_?" Lightning Lad demanded in an annoyed tone.

"I called you during the fight; why didn't you answer?" Brainiac-5 asked.

"You mean that was..." Now Superman was guilty for ignoring the call. "Ugh, guys I'm really sorry. I just figured it was one of Brainy's...er." he trailed off, finding the right words.

"Let me guess; regularly scheduled pointless updates? No wonder he turned you off." Phantom Girl spoke as he gave her a dirty look.

"Incoming message; could be the reconnaissance data I requested or- oh, it's from her." An agitated Coluan said to Superman.

"Hey, Alexis got me tickets to the Polthorn races." Superman said in excitement before looking confused. "I have no idea what that is." He added.

"Then you won't mind turning her down. We need you to help find the scavengers, Superman." he walked off before stopping to say, "And for your information, there's no 'Alexis' in 'team'." He finished then walked off.

"Ooh, someone needs a grouchy chip removed." Phantom Girl commented.

"I don't think I've ever seen this side of Brainy before." Ben 10 remarked, noting how the usual composed and patient Coluan had suddenly been more aggravated since Superman started dating Alexis.

"He just thinks this mission's really important and wants all of us to take it seriously, that's all." Saturn Girl told him.

"He's right, I should have been there. I'll tell Alexis, she'll understand." Superman stated and set off.

* * *

><p>Later, Superman had made it to the restaurant, where Alexis was waiting for him. She sees Superman and waves to him, and the boy of steel waves back.<p>

"Hey. I already ordered for you." She said as he sat down on an empty seat.

"Thanks, but I can't stay." Superman informed her.

"Someone needs rescuing from an out of control Mecca suit?" she asked while giving that signature smirk of hers.

"There's some bad guys on the loose and the team needs me." Superman explained "Which is also why I can't go to the races." He stated apologetically

"Aww come on, it'll be fun." She playfully urged.

"My friends could've gotten hurt because I wasn't there last night. I can't let that happen again." He stated

"I understand," Alexis replied before she thought of something "Hmm, tell you what; give me one hour and we'll call it a night." She reasoned "Weren't you the one complaining on how you never get to see the city because you're always out on missions?" she asked; he thought for a moment.

"Okay, we've got _one_ hour." He smiled. First they hit balls at the old Justice League satellite (has anyone noticed that?) "Okay gotta go." He smiled.

Next they headed to a concert and everyone was cheering loudly. "Alexis I've got to go!" he exclaimed but she couldn't hear him. Or did she?

Next they went to a carnival.

"So, up for a snack? I know a great place on Titan." She offered

"No, Alexis, that's it... I'm leaving." He stated then walked off as she put her hands on her hips.

* * *

><p>In Brainiac-5's lab, the young Coluan, with an upset look on his face was typing on his keys, with Ben 10 leaning against his chair.<p>

"Brainy, I'm sure he just got caught up. Alexis _is_ a very tricky character to get away from." Ben 10 stated trying to calm him down.

That's when he saw Superman walk into the room. Ben 10 walks by him.

"You better talk to him." The brunette advised. "He seems kinda pissed off right now." With that, he exited, leaving the Kryptonian and Coluan alone.

"Any luck with the scanners?" he asked.

"Their cloaking is good, scanning from the field would have been more effective but it seems my partner forgot about our patrol shift." Brainy stated whilst working on something.

"Oh no, Brainy I completely lost track of time." He apologized.

"Lightning Lad and Saturn Girl took the shift." Brainiac-5 replied monotonously.

"What about tomorrow?" he asked

"Ben 10 and Phantom Girl got it covered." He answered.

"The day after tomorrow?" he asked again.

"I'll be going with Timber Wolf after he gets back from Rimbor."

"This will never happen again Brainy, I promise, I'm sorry." He said apologetically

"I know." Brainy stated, but with the same impassive tone.

"Superman, come quick!" Phantom Girl called and he walked over "This just came in." She stated and he looked at the screen as Woodhouse came into view

"It's Alexis, she's in trouble. Hurry Superman!" he said urgently and the screen went off.

He walked towards the door, stopped for a second and then turned back. "Maybe we should pass this on to the science police." He suggested

"Well, I know what Brainy would say." Phantom Girl said knowingly.

"Your friend needs you," Brainiac-5, who was suddenly in the room said "Go."

"Brainy, if you need me here, just say the word." He insisted as the Coluan walked down the steps.

"It's okay, if anything comes up, we'll call you. So try to remember to keep your communicator on." He stated and Superman smiled then took off as Ben 10 walked in with bags of snacks.

"Okay, one for Phantom Girl, and one for me." He said as he handed Phantom Girl a bag of pretzels.

"Thanks." Phantom Girl smiled and walked off with the food in hand.

"So where's Superman off too?" the Omnitrix hero asked Brainiac-5.

"Alexis is in trouble." He answered simply.

"Ahh, what is she, a trouble magnet?" Ben 10 rhetorically asked shaking his head "Now, how cool was that movie?" he asked the green-skinned Legionnaires.

"It was rather entertaining." He replied with a smile.

"Why don't you just say 'cool'? You don't have to say big words all the time." Ben 10 pointed out.

"Why do _you_ not act your intelligence?" he countered.

"I like to sound normal." The human retorted.

"I'd rather speak in my natural way." He smirked with a shrug before he went to finish his work.

* * *

><p>Meanwhile, a robot was advancing on Alexis before it had her cornered. Just then, Superman flew through the ceiling and punched it away, sending it flying and landing on the game table.<p>

Alexis smiled as it charged at Superman but he dodged it. He punched it a few times then was knocked into the floor.

Alexis winced and mumbled "Ooh."

The robot picked him up and punched him away into a metal ramp and breaking one of the small bots. It jumped at him and almost crushed him but the young Kryptonian moved and punched it hard as Alexis yawned in boredom. He picked it up and threw it into a screen, breaking it.

"Hey! Hey, that's enough, you're gonna wreck the place!" she yelled as he picked it up by the neck preparing to punch it again. He turned to face her as the robot turned into Woodhouse.

"Woodhouse?!" Superman asked in shock.

"Terribly sorry to inconvenience you sir." The robot apologized politely.

Alexis walked up to him and casually asked. "Since you're here, wanna get some sushi?"

Now Superman was really shocked. "What?!"

"Hey! When you wanna make plans with a super busy superhero, you gotta think outside the box." She explained, pointing to her head.

"I don't believe this!" Superman said indignantly "I should be helping the Legion find the Scavengers. You know the _real_ bad guys who are on the loose?" he asked annoyed then went to fly off but she grabbed him by the arm.

"Wait. I apologize, that was a dumb stunt to pull." She apologized looking guilty.

"So why'd you do it?" Superman asked.

"I don't know, I...I just wanna be a regular person who hangs out with friends." She explained. "But to do that, I need to have at least one friend." She said

"I know you want a friend, but my teammates need me, there's a difference." Superman told the ginger-haired girl.

"Right, what I want is more important."

He sighed "Look, don't do again okay?" he asked and flew off.

"Wait!" she called but he was already gone "Hey I said wait." She repeated angrily as Woodhouse rolled over nest to her.

Woodhouse looks to see the face Alexis was making, "Hmm, I'm afraid I know that look." He said dejectedly.

"Superman wants to make this a choice between me and the legion, fine. I'll just have to do something about the competition." She stated nastily as she walked away.

* * *

><p>Meanwhile in a large underground location, the Scavengers were hiding. The technology thieves were currently at work.<p>

"The men are getting sick of sitting here." One of them said.

"Then tell them again that it's taking all our tech just to deflect the Legion's scanning and Saturn Girl's mind probes." He told him in annoyance "We leave here, they find us and we're not strong enough to beat them, yet." He finished

"And how are we supposed to get stronger if we ain't out there scavenging up more tech?" the other asked before a large explosion blew the door away, catching their attention. From the smoke cloud, Alexis emerged with Woodhouse carrying some machine parts in a box.

"So, the infamous Scavengers. Please, don't get up, I think you could use my help," she said, causing the Scavengers to listen with interest.

"And I need yours." She finished in an unnervingly sinister tone.

* * *

><p>"I linked the Scanners to boost their range. Nothing on the Scavengers, but look at this." Brainy announced the screen showed a picture of the solar system with a small flashing dot.<p>

"Looks like a Legion distress signal, who is it?" Lightning Lad asked.

"Uncertain. I can't decode the transponder." He replied.

"No wonder, it's coming from inside the Aalt Cloud. No one can stand that kind of radiation." Saturn Girl pointed out.

"Actually, one of us can." The Coluan corrected.

"I'm on it." Superman said knowingly before he sped off and then the alarm suddenly went off.

"What now?" Ben 10 asked as Saturn Girl put a hand to her head.

"The Scavengers." She answered and the doors were blown off, causing Snarl to bark in alert.

"Aww man! I just used Jury Rigg to fix those!" Ben 10 whined as a large group of Scavengers entered the room wearing high tech battle suits, which appeared to be red-armour. They aimed their weapons at the teen heroes.

"Thanks for coming, you just made taking you to jail, a whole lot easier!" Lightning Lad exclaimed and shot one with blue electricity. But the attack was deflected and shot back at him, and they shot the others down too.

Snarl immediately ran over to Ben 10, worried for his master, "I'm gonna guess these guys received some upgrades." Ben 10 said, rubbing his head in pain.

"You noticed?" Alexis asked whilst coming into the room in a large, greyish-green, robotic suit with weapons sticking out. "No hard feelings, I'm just here to clear Superman's schedule." She informed the heroes.

"Aright, now this is just getting weird." Phantom Girl commented.

Ben 10 raised an eyebrow at the Bgztlian, "_Getting _weird?" he repeated.

The Scavengers shot at them; Phantom Girl phased through the floor, and the others flew off. Ben 10 selects an icon on the holo-ring and slams down the Omnitrix dial.

"**SPIDERMONKEY!" **

The Arachnichimp somersaults in the air and quickly dispatches some scavengers with agile kicks and punches, followed by webbing them to the floor. Lighting Lad blasts two of them off their feet, Brainiac-5 distracts them whilst Phantom Girl emerged behind them stuck her hand through two of them, disabling their armor and knocking them unconscious.

"Alexis, I never really liked your style, so kicking your butt is like a dream come true." Phantom Girl smirked.

"You're welcome to try." The ginger-haired girl replied and shot at the Bgztlian with a red beam from the suit's abdomen. Phantom Girl dodged the last second as it shot and just missed Spidermonkey and Brainiac-5 by an inch.

* * *

><p>Meanwhile Superman had made it to the Aalt Cloud and had found a floating container-like container. Upon closer inspection, he recognised a particular detail.<p>

"That logo..." he said before his eyes narrowed. "Alexis, what's she up to now?" he asked, mentally berating himself to be tricked by that girl yet again. He flew back to Earth as fast as his Kryptonian speed could take him.

* * *

><p>As Lighting Lad was being shot at he dodged then fired up towards the fire emergency system which sprayed water all over the Scavengers, zapping them and immobilizing them.<p>

Phantom girl flew away from the shots then through a door; she stopped and waited for a few seconds then flew back and punched the two Scavengers that were attacking her.

Saturn Girl levitated on the ceiling then dropped down before she kicked and punched the two after her. She then flew out and closed the door by breaking the locking system, trapping them inside. However, they blasted their way out.

Spidermonkey found himself evading shots from the leader, who was in more bulkier armour. The Arachnichimp shot a string of webbing at him, but he easily caught it with his hand before throwing Spidermonkey hard into the wall.

"Quit while you're ahead, monkey-boy." The leader suggested in a smug manner. "You don't stand a chance."

Spidermonkey recovered from the throw, "Maybe not as _regular _Spidermonkey," the Arachnichimp admitted before he smirked, "which means it's time to go ultimate!" he twisted the dial on his chest, and then slapped it. A wave of green light traveled through Spidermonkey's body as it changed dramatically. He now had a large gorilla-like body with purple skin and black fur. He has three pairs of eyes, no longer had a tail and extra pair of arms, but they are replaced with two pairs of spider legs, and the Ultimatrix symbol was on his chest. He looked much more imposing than before.

**"ULTIMATE SPIDERMONKEY!"** he proclaimed in a much deeper voice while pounding his chest.

Ultimate Spidermonkey shoulder-checked the Scavenger leader, knocking him to the ground. As he tried to rise, he aimed his weapon at the gorilla-like alien, but the evolved Arachnichimp bit down on said weapon with his fangs destroying it. The leader was too shocked to defend himself from a furry punch to the face, sending his body slamming against a wall before slumping to the floor. Ultimate Spidermonkey opened his mouth and, after his lower jaw split down the middle, spat an enormous net of webbing onto the leader, who now struggled in the web cocoon.

"If I were you, buddy, I'd demand my money back." Ultimate Spidermonkey mocked before touching the Omnitrix dial and reverts back to Spidermonkey. He touches it again and turns into Ben 10.

"Don't move!"

Ben turned around to see another Scavenger with his weapon pointing right at him.

"Any last words, kid?" he asked.

Ben 10 smirked. "Only three: Sick him, Snarl!"

The scavenger is suddenly tackled from behind and slammed against a wall. Groaning in pain, he looks to see his attacker: It was a large, lizard-like creature with a white, black and green color scheme. It has a black head which dons a white patch on each side of its head. Located on these, it has four green eyes, two on one side and two on the other. It had sharp teeth and the gums protrude in the lower jaw. It has a row of dark-green spikes running down its back, which also has a black stripe. It has four legs and black feet, each ending in three green claws, and a tail with a green-marked tip. The green Nemetrix collar was around its neck.

**Buglizard **snarled angrily at the Scavenger for trying to hurt his master, who instinctively starts shooting at the predator alien, but the beams to little but annoy him. Buglizard then exhales a thick yellow fog from his mouth, blinding the scavenger before he wraps his long tail around his leg and thrashes him around a bit before tossing him through the wall, knocking him out cold.

Smiling, Ben 10 walks over to Buglizard and scratches his head, causing him to growl softly from the affection. "Who's a good shape-shifting predator?" Ben 10 cooed "You are! Yes you are!"

Brainy was dodging all shots fired at him as he punched two of the scavengers away

"Hey, android!" Alexis called.

The Coluan turned and she fired the red beam, covering the area in smoke.

"One down three to-" Alexis stopped when she looked up to see Brainy disappeared into the vents. She sighed in annoyance.

* * *

><p>Saturn Girl was ambushed in the hallway by two Scavengers, but Brainiac-5 jumped out from the ceiling and landed on their shoulders, knocking them to the floor.<p>

"Good help is so hard to find." Alexis, who somehow caught up with the heroes, said and shot a bolo rope at the two, electrocuting and typing them up together as they fell on the floor.

"You know, it never would have occurred to me that I'd be so good at this kind of thing." She gloated as the Scavengers surrounded the two "This is really fun." she laughed.

"Leave 'em alone!" shouted Jetray as he and Lightning Lad came up behind her and shot her in the back with neuroblasts and lightning...but they didn't affect her robotic suit at all. She turned around as Phantom Girl went to punch her but it bounced off the armour of the suit. The Bgztlian was smacked into Lightning Lad. Jetray tried again with a neurobeam from his tail, but the results were the same. Alexis aimed and fired an orange foam-like substance at the Aerophibian, hitting him into a wall. The orange foam hardens as the struggling Jetray reverts back to normal.

Buglizard tries to attack too, but Alexis launched three spiked wires at the predator, embedding into his forehead and he was shocked by red electricity, knocking him unconscious and reverting back to Snarl the pup.

Alexis was prepared to finish them all off when the wall next to her suddenly bursts and Superman emerges through the newly formed hole.

"Alexis!" the boy scout exclaimed.

"Hey." She greeted casually.

"What are you doing?" he demanded angrily.

"What's it look like?" she asked rhetorically "I'm making new friends." She smiled and one of the Scavengers shot at him. It did little but annoy him as he flew over and punched the remaining scavengers out cold. "So, you still pick your teammates over me?" she asked.

"What do you think?"

Alexis sighed, "Uhh, Woodhouse!" she called.

Woodhouse suddenly bursts through the floor and punched Superman away. He quickly regains balance and fired his heat vision, slicing off Woodhouse's arms and head.

"Didn't think this through, did we?" the robot asked before going off line.

Superman flew over to Ben 10 and tore off the hardened substance, freeing him. The Omnitrix wielder then flew over to Snarl. As he picks him up, Snarl regains consciousness and licks his master's cheek, much to his relief before Ben 10 places him on his shoulder. The Boy of Steel then knelt next to the entangled Coluan and Titanian, used his laser vision to cut through the rope.

"Thanks." Brainy said as he and Saturn Girl stood back up.

"Hey, what're friends for?" Superman replied.

The others walked up beside him and each of them gave Alexis a dirty look.

"Alright alright, I guess I got a little carried away." She admitted, shrugging with the suit.

"No duh." Ben 10 said dryly.

"Ya think?" Phantom Girl asked in annoyance.

"On second thought, if you're not gonna be my friend, I don't see why you should be anyone's." She stated nastily and shot the main laser at Superman, but he stood firmly and took the shot to protect his team.

"Alexis...stop," he said with strain, "You can't hurt me." He told her as he walked closer to her.

"Huh?" she gasped shocked and her whole suit blew up due to too much pressure.

"ALEXIS!" he yelled and flew through the smoke cloud. He came out holding Alexis. Her clothes were tattered and her head...was bald

"What..." she said softly before raising her voice, "what did you do to me?!" she demanded angrily.

Ben 10 snickered, "That's actually a good look on you."

* * *

><p>Half an hour later, after having Alexis taken by the authorities and clean up to the base, Superman was in his room throwing away the gift Alexis gave him. The last thing he wanted was any item that would remind him of his insane ex-girlfriend.<p>

"How're you doing, man?"

Superman turned to see Ben 10 walking into his room.

"Not too great," Superman admitted. "I _really _messed up today, didn't I?" he asked. "I never should've let Alexis come between me and my team."

Ben 10 shrugged. "Don't beat yourself up over it, dude." He advised. "Between you and me, you're not the first hero who got suckered into dating a teen celebrity who turned out to be a homicidal maniac." He said, remembering his past experience with Jennifer Nocturne.

Superman looked at Ben 10 in surprised.

"Take it from the guy who once made the same mistake: _Never_ date a celebrity." Ben 10 continued, "They'll be plenty of girls back where you come from, maybe you should start out small, like with a newspaper reporter or something." He suggested using a totally random example.

The Kryptonian smiled at Ben's words. "I keep it in mind." He replied.

* * *

><p>Meanwhile on Takron-Galtos; a highly advanced prison planet; Alexis, whose hair is growing back, is in her cell tinkering with Woohouse's head, trying to fix him. The head finally comes online again and she brings him up to see his face.<p>

"Good to see you again, Mistress." the robot head greeted. "Terribly sorry about what happened with the Legion." He added.

"Actually Woodhouse, I'm grateful to them." She replied with a smile as she etched something in the table with a screwdriver.

"And why, may I ask is that?"

"They helped me figure out what I wanna do with my life." She answered with an evil smile and brought the screwdriver down onto what she'd etched, which was a picture of the Legion symbol.

**End of chapter.**

**I decided to update early. The sooner I get season 1 done with, the sooner I can get to the good stuff, which involves Vilgax of course.**

**Next time: Fear Factory**


	6. Fear Factory

**Disclaimer: Ben 10 and Legion of Superheroes don't belong to me, and there are no OCs in the story.**

* * *

><p><strong>CHAPTER 5<strong>

**Fear Factory**

As usual, Bouncing Boy had encouraged the team to watch a really scary, retro monster movie...one with surreal yet cheesy special effects that barely engaged the modern people of the 31st century (unless it's Bouncing Boy). Right now, he along with Ben 10, Lightning Lad, Saturn Girl, Dawnstar, Superman and Brainiac-5 occupied a large couch as they watched aclassic space alien horror film.

_"Whiskers!?"_ the woman in the movie exclaimed and jumped as a figure jumped past her. She turned the light from the gun she was holding in the general direction of the figure to find the cat she'd been looking for _"Whiskers, you naughty girl, I've been looking all over for you." _She smiled and went to pick the cat up... but it hissed at the woman and then turned round.

Bouncing Boy was munching on popcorn anxiously as the others watched. "Oh, I told her not to go back for the cat. They always get it, when they go back for the cat!" and then he yelped and turned into a ball when a massive alien monster that resembled a xenomorph appeared on the screen.

Ben 10 rolled his eyes and shook his head. They were Heroes; meaning they were not meant to be afraid of a little film. He was mostly surprised when Brainiac-5 stood up with a grossed out expression on his face.

"Aww, Brainy don't leave," Bouncing Boy protested "you'll miss all the gooey parts."

"And everyone does love the goo." Ben 10 pointed out with a grin.

"I've seen quite enough 'goo' for this evening, thank you." The Coluan replied before turned to leave but then turned back "Honestly Bouncing Boy, I just don't see the logic in you watching ancient classics, if they scare you so badly." He shrugged.

"Like Ben 10 said, we all love the goo." Dawnstar grinned as she put her arms behind her head.

"...Are you hyper?" Ben 10 asked in confusion. She was about to answer but the ship suddenly started rocketing, causing Dawnstar to lose her balance and fall onto the floor.

"Computo, View screen on." Brainiac-5 instructed and the movie turned off showing a rather big storm from the outside.

"Now _that's_ a monster." Lighting Lad remarked.

"Kinda looks like a cosmic storm." Ben 10 guessed.

"That's because it is. Let's get to the bridge." Brainiac-5 instructed and everyone ran off to the area in question. On the bridge, everyone got into their seats and buckled up.

"It's massive, a category 13."

"Awesome!" Dawnstar grinned.

"Can't we just warp through it?" Lighting Lad asked.

"Sure, if wanna end up a scattering of molecules." Brainiac-5 replied bitterly.

"Right, scratch that warp idea and let's just hang a U-e." Lighting Lad corrected.

"I can't, it's too strong." Bouncing Boy stated as he struggled to pull out.

"Wait, there's something there; inside the eye." Saturn Girl said, pointing to a black station of sorts.

"Increasing magnification!" Brainiac-5 informed them and the thing became larger, "It's a space station." The Coluan realized "But I've only seen designs like this in the history files." He spoke in confusion, and Saturn Girl frowned as she held her head.

"Something wrong?" Ben 10 asked the Titanian.

"I-I'm not sure. I heard voices aboard that thing, lots of them." She explained with a frown.

"Scanners indicate no life forms aboard the station." Brainiac-5 said.

"I know what I heard, Brainy." Saturn Girl stated matter-of-factly

"So what? Are you saying this is a ghost ship?" Lightning Lad asked.

"Oh no! I am _not _goin' anywhere _near _that thing!" Dawnstar objected, fear evident in her tone.

Ben 10 raised an eyebrow at her, "What is it with you and ghosts, Dawn?" he asked the metahuman.

"I guess we'll find out once we're on board." Superman replied to Lightning Lad's question.

Bouncing Boy gulped "Uh, hello? That's _exactly_ what they did on Mutants Among Us Part 8, and we all know how that turned out." He reminded everyone, equally fearful about boarding the seemingly abandoned area.

"Exactly, we no wanna go on that thing." Dawnstar shook her head in agreement.

"Remind us?" Superman dared to Bouncing Boy with a smile.

"Put it this way: They never made a part nine." He said eerily, causing Dawnstar to gulp.

When the ship was docked at the station, Ben 10 tried to coax Dawnstar to let go of the door.

"Come on, Dawn. It's not really a ghost ship." The Omnitrix wielder assured her.

"How do you know?" Dawnstar countered.

"...I just do." He smirked, "That, and it was just Bouncing Boy's paranoia talking. What do expect when you watch cheesy horror flicks all the time?" he asked rhetorically.

Dawnstar grunted and then sighed in defeat, "Fine." she gave in "But if I die, I'm coming back to haunt you."

When they made it through the see-through bridge, a red beam went across them, causing the winged-girl to jump and clang onto Ben 10.

"There's no cause for alarm." Brainiac-5 assured the others. "It's an automated scanner; common to this era."

"There's the entrance, dead ahead." Superman informed them and walked on.

"Bad choice of words." Bouncing Boy told him.

"You can say that again." Dawnstar shuddered and they walked on.

Superman was about to knock on the door, but it opened by itself, allowing them access. Once they all entered, the doors closed behind them, causing them to turn back in surprise, giving them each an unnerving feeling.

A male voice drew their attention, "Welcome to our humble abode." Emerging from the shadows, holding a light, was a short man with six eyes, three on each side. The man made Dawnstar shiver with the urge to puke. He had slick black hair that had a centimeter length parting straight through the middle, three sharp teeth hanging out of the right side of his mouth, a hunch-back and a small black mustache. He screamed the aura of a butler. "The Master's been expecting you." He informed the young Legionnaires.

"Okay, why am I not surprised?" Bouncing Boy asked fearfully.

Dawnstar cringed, "If he say's to stay the night, I'm gonna scream."

"You're a powerful metahuman girl, Dawnstar. You can handle this." Ben 10 assured her as they walked in.

"I'll inform the master you've arrived. He'll be delighted to have you, for dinner." He spoke snidely.

"Ya hear that? They're servin' food." Lightning Lad grinned while rubbing his hands together.

"And how much do you wanna bet that _we're_ the main course?" Bouncing Boy asked.

Dawnstar's eyes widened in shock while Brainy fixed the goggle-wearer with a glare.

"What? Hasn't anyone ever seen 'My Dinner With Android'?" he asked.

"Do you guys really wanna be here?" Dawnstar asked. "This place is giving me the hibbies _and _the jibbies."

"I have to admit, this place does seem like something out of an old monster movie." Superman admitted cautiously "Any idea why the cruisers scanners didn't pick up any life-forms?" he asked in confusion.

"Electromagnetic transmissions from the storm most likely." Brainiac-5 suggested before turning his head to Saturn Girl. "Saturn Girl, can you do a telepathic sweep?" he asked.

The Titanian puts her hand to her left temple as her eyes shone pink. "...Nothing... whoever those voices belonged to they're gone." She answered.

"For now." Bouncing Boy said ominously and this time Dawnstar glared at him, telling him that if he wanted to survive he should shut it. They reached the stairs as they lifted the butler waited for them.

"Walk this way." He instructed and the seven teens walked down some stairs that were aligned by various paintings that seriously made Bouncing Boy and Dawnstar unnerved.

"Wow, what's with all the paintings?" Superman wondered.

"You might say the master is a collector." The butler answered and led them through to the dining room. "Dinner is served." He announced. A small mouth-like door opened and small dishes flew out and landed on the table in front of each Legionnaire. On one side from right to left sat Superman, Lightning Lad, Brainiac-5 and Ben 10, while on the opposite side sat Saturn Girl, Bouncing Boy and Dawnstar. The butler poured some water into Bouncing Boy's goblet.

"Get out while you can." He ominously whispered to Bouncing Boy, who, with sweat dripping from the side of his head, laughed nervously in response before a voice boomed from out of nowhere.

"That will be all, Boris." It spoke and the butler walked away. While everyone looked at the door somehow a man sat in the chair at the end of the table. This man had thin head with a pale face, yellow eyes and black hair in the shape of two horns.

"Welcome guests." He greeted and Dawnstar's eyes widened.

"Guys...he wasn't there before." She whispered fearfully.

"I am your host, Professor Planarus." He introduced with a smile.

"Thank you for your hospitality," Superman said politely "we're the-"

"Legion of Superheroes of course," Planarus finished for him. "your reputation precedes you even in this forgotten region of space."

"If you don't mind us asking, what is this place?" Saturn Girl asked.

"An intergalactic rest-stop." Planarus answered. "For centuries now the storms in this sector have been wreaking havoc on passing vessels. Quavermass 12 provides a safe haven for weary travellers." He explained

"Quavermass 12?" Ben 10 repeated, unfamiliar with that name.

"Named for its creator." He replied "but we can discuss that some other time. At the moment your meals simply can't wait." He smirked and everyone took the glass lids off the plates, smiles emerging on their faces.

Dawnstar inhales the aroma of her meal and grins. "Mmmm, Zoronian burgers!" she exclaimed.

Ben 10 smells his dish too, and he beams at the pleasant scent pouring in his nostrils. "Is that...Chili fries?"

Superman smells his food next. "Mmm, Ma's chicken noodle soup. How did you manage-?"

"The scanner beams obviously read our pallets when we arrived." Brainy interjected as Lightning Lad ate his meal.

"Well done." The host smiled at the Coluan's intellect.

Bouncing Boy took the lid off his and dips his spoon in to find eyeballs suddenly pop into view; yelping, he immediately turned into a ball and covered his dish.

"Actually it's rare." He noted in disgust.

Unfortunately Dawnstar had seen it and pushed hers away, also grossed out. "Who eats eyeballs, seriously?" she asked disgusted.

"I'll have the kitchen prepare something more appetizing." Boris spoke then went to take the plate and frowned at the round teen. "By the way...you're doomed." He whispered ominously.

"Pretending I didn't hear that." He spoke nervously before Boris pulled the plate from under him.

Just then the host's watch bleeped and flashed. "I regret to inform you, the docking bridge is out." He informed the teens "Repairs can't be rendered 'til morning." Then he adds with a devious smile. "You'll have to stay the night."

"How did I not see that coming?" Dawnstar muttered to herself.

* * *

><p>Later, Boris led young heroes down the hall pointing to different doors along the way.<p>

"I have personally prepared your chambers," Boris explained. "I trust you'll find the accommodations...inviting." he continued as the teens entered their respective rooms one by one until Bouncing Boy was the only one left.

Seeing the other rooms were taken, Bouncing Boy walked up to Boris. "Excuse me. Where do I sleep?" he asked the butler.

"Last room on the left, sir." Boris answered pointing down the hall "Isolated, alone, where _no-one_ will hear you...no matter how loudly you cry out." He finished darkly to the sweating metahuman.

This is just a hunch, but Bouncing Boy was starting to think that Boris had something in for him, and was purposely saying these things just to creep him out.

The butler unlocks the door and opens it to allow Bouncing Boy to enter the dark room. "Pleasant dreams." He sneered before a hesitant Bouncing Boy walked in as Boris closed the door behind, causing him to frown.

"No tip for Boris." He said snidely.

* * *

><p>Meanwhile, Dawnstar was having the best time as she paced around her dark room.<p>

"Okay, Dawnstar, you're a strong, independent girl and not a wuss," she said to herself before groaning "...ugh who am I kidding?" she asked before walking out of her room and knocked on Ben 10's door, whose room was across hers. When the Omnitrix wielder opened, he surprised to see her "Can I come in?" she asked.

Ben 10 nodded and allowed her inside. "What's up?" the burnet asked.

"The ceiling?" Dawnstar replied with a grin.

"Har har har," Ben 10 said sarcastically. "But seriously, what's up?" he asked again.

Dawnstar sighed and said, "Hehe, well...oh I'm scared out of my wits." She admitted "Can I stay in here with you?" she asked; Ben 10's eyes almost popped out their sockets as his face tinted shade of red.

"Er-well-I-erm-heh-er-" he stuttered

"Are you... _blushing_?" She asked coyly.

"No! It's just...my dinner was undercooked, that's all." he quickly lied and covered his face as Dawnstar grinned some more.

"Uh huh." She said "So can I stay in or what?" she asked hopefully. Ben 10 smiled nervously but before he could answer, he was cut off by a scream from down the hall. Their rings then beeped and Saturn Girl's face materialized.

"Guys! Bouncing Boy's in trouble!" Saturn Girl told them and they rushed out the room and towards Bouncing Boy's where the others were waiting.

Superman punched open Bouncing Boy's door and flew in. "Bouncing Boy!" Superman called before flying over the bed and lefts it up to check for any signs of their teammate.

"I don't think he's under there." Ben 10 told him.

"So then where is he?" Dawnstar asked.

"Through there." Saturn Girl answered as she pointed at the wardrobe door where she sensed Bouncing Boy.

Ben 10 slaps down the Omnitrix and is consumed in a green flash.

**"BIG CHILL!" **the moth-man whispered eerily before flying into the wardrobe, as the others followed from behind.

* * *

><p>Meanwhile, Bouncing Boy was being attacked by the large alien from the movie he watched earlier (which one would find to be rather freaky). That's when an intangible Big Chill phases through the wall, becomes tangible again, and looks to see his teammate being attacked. His eyes widened in shock, recognizing the monster from the movie and wondering how it became real.<p>

"AHHHHHHHHHHH! AHHHHHHHHHHH!"

Big Chill's thoughts were closed by Bouncing Boy's terrorized screaming as he was being pulled by the alien. The Necrofriggian exhaled his ice-breath, freezing the whole xenomorph-like monster before folding his wings back into a cloak, as Superman blasted through wall along with the others. Bouncing Boy however continued to scream and was getting pulled into a large swirling white and blue vortex.

"AHHHHHHHHHHH!"

"No!" the Necrofriggian flew forward to save Bouncing Boy, but was too late as he already disappeared. And then everything vanished... including the scene. The group heroes could do nothing but stand in utter bewilderment, trying to register the facts of how a horror movie monster came to life, and where Bouncing Boy is now and if he's okay.

* * *

><p>For the next five minutes or so, the group did whatever they could to find any trace of Bouncing Boy: Brainiac-5 morphed his hand into a scanner and scans the area to search for Bouncing Boy's signature, Superman used his x-ray vision to see through the walls, Saturn Girl does a telepathic sweep, and Ben 10 turns into Wildmutt to search for the missing metahuman's scent.<p>

"There's no trace of him." Brainiac-5 stated.

"Or our hosts." Superman added before turning off his x-ray vision, "Saturn Girl, any luck?" he asked the Titanian.

"Nothing." She answered forlornly.

"Ben 10, what about you?" Dawnstar asked.

"Rargh, rarrrf!" the Vulpimancer growled, shaking his head.

"I'm guessing that as a 'no'." Lighting Lad translated.

Suddenly, four giant walls came crashing down, surrounding the startled heroes and the floor opens in the middle, revealing a set of stairs that led to the lower levels.

"Looks like we're going down." Lightning Lad stated

"It could be a trap." Saturn Girl pointed out.

Wildmutt reverts back to normal, "For Bouncing Boys' sake, I don't think we have much choice." Ben 10 said before he flew down the stairs, the others following from behind.

On their way down, they passed a picture and Saturn Girl gasped making Dawnstar turn round, and as she did she squeaked and hid behind Ben 10.

"I think I just found Bouncing Boy." Saturn Girl said in shock. Everyone looked to see a large painting of the metahuman in question, with a look of utter horror on his round face. To Ben 10, it was like a Bouncing Boy-version of 'The Scream'.

"By all appearances it's just a painting." An equally bewildered Brainy stated. "I think Quavermass 12 is more than just a ship." He added before they carried on through the hall.

They came upon what looked like a bedroom...a bedroom that Lightning Lad oddly found familiar.

"What is this place?" Superman asked as the Winathian looked around.

"My...bedroom." He answered.

The others shared knowing looks and they immediately surrounded Lighting Lad, as if ready to protect him from something.

"There's a holographic simulator at work here," Brainiac-5 said "obviously Lightning Lad is the next target." He added as Dawnstar flew up to the ceiling and looked down.

"Can't see anything out of the ordinary." The winged girl said with a shrug.

"That's probably what the simulator wants you to think." Ben 10 countered,

"Come on guys, I don't need your protection; I'm home." Lightning Lad told them and floated up before landing on his bed, "What could I possibly be afraid of?" he asked

"Wetting the bed?" Dawnstar teased, earning a scowl from the Winathian "Memories are so fun." She smirked deviously

Superman floated up and used his x-ray vision to see through the wall, where he could see the ship outside. "I think we can get to the ship from here, at least there we'll have more fire-power." The Kryptonian informed them.

"And force whatever's behind this into releasing Bouncing boy." Brainy continued "I agree."

Superman fired his laser vision at the wall and melts a hole into it, only to have it restore itself.

"The ships repairing itself; Quavermass doesn't want us to leave." Saturn Girl realized.

"We'll see about that." Superman said before he flew upwards, ready to punch his way through the ceiling.

"Erm, I don't think that's a good idea." Dawnstar spoke before the Kryptonian was pinned to the wall by a black hand that came out of nowhere, shocking the others.

"Don't remember having these things in my bedroom." Lightning Lad said.

"Automatic defenses; they're not part of the hologram." Brainy explained before they flew up to aid Superman, but Brainiac-5, Saturn Girl and Dawnstar found themselves also pinned to the walls by the black hands. Ben 10 slaps down the Omnitrix core and transforms.

**"TERRASPIN!"**

The Geochelone Aerio formed his limbs into three blades before rapidly spinning them like a saw, enough to slice through the incoming arms, rendering them useless.

Lightning Lad prepares to blast the black arms to free his teammates, but he is grabbed by another black hand and slammed to the floor, grunting in pain. Then he heard a goofy sounding voice from under his bed.

"Sizzling Supernova's! Am I glad to see you!"

Emerging from the Winathian's bed was what looked like a toy clown-head; with a pointy blue hay, green hair, red nose and a rather creepy grin plaster on its face.

"Captain Howdy?!" Lightning Lad said in shock. "No, it can't be." he spoke fearfully and turned round to face the creepy clown.

"Don't you remember?" the clown head asked before it became a full bodied clown "We're bestest friends forever!" it exclaimed merrily.

"You're not my friend!" a fearful Lightning Lad denied. "Stay away from me! You use to hide under my bed, only my parents wouldn't believe me because you only came out in storms. STAY AWAY!" He whimpered, trying to keep the clown out of his sights.

Captain Howdy's body suddenly swelled until he changed into a 15 foot tall and 10 foot wide brown beast, with lower jaws that were jutted out, possessed deadly rows of sharp teeth, black shark-fin-like spikes on its head and back, and tusk-like protrusions on the sides of its head. The Lightning Beast gave a beastly roar to the already petrified Winathian, white electricity discharging from its tusks, promoting a terrified scream from Lightning Lad.

"AHHHHHHHHHHH!"

A swirling blue-and-white vortex, similar to the one that sucked in Bouncing Boy earlier, appeared behind him.

"It's taking him!" Saturn Girl yelled in alert.

Terraspin hovers in between Lighting Lad and the beast, before spinning his three blades and blows a gust of wind from the eight holes on his chest, powerful enough to blow the Lightning Beast backwards and crash into a wall of the room before disappearing into thin air. The Geochelone Aerio tries to reach for Lightning Lad, but was too late as he too already vanished into the hole.

Everything disappeared...except for a few metal beams and other things. The black hands, which were now metal, released the other Legionnaires and retracted back to their unknown source. Terraspin reverts back into Ben 10 and he floats into the air to join the others.

"What's going on here?" Superman asked in a demanding tone, clearly having difficulty in registering the bizarre events that were occurring so far.

"Fear," Brainiac-5 answered clearly "the ship knows what scares us; Bouncing Boys' movies, Lightning Lad's... doll..." he explained as Ben 10 struggled not to snicker at that last part.

"Just like it knew what we wanted to eat." Saturn Girl added in agreement.

"First Bouncing Boy, now Lightning Lad?" Dawnstar stressed. "Dare I ask which one of us is next?"

"Don't worry guys, I'll keep you safe." Superman assured and they flew through the door that just opened. As they flew, Dawnstar whispered to Ben 10.

"Ben?"

"What?" he replied.

"What if Superman can't keep us safe?" the winged metahuman asked, the concern in her tone un-missed by the Omnitrix wielder. "Apparently the ship is coded so that if anyone screams, they're done for." she explained.

Ben 10 sighed, "I don't know," he admitted, "all I know is that we can't get out the way we came. Our best shot is to find the source of these holographic fear projections and deactivate them, and hope Bouncing Boy and Lightning Lad will be freed." He then gives Dawnstar a reassuring smile. "But whatever fears you've got, Dawn, you can handle it."

"I doubt it..." She mumbled, then everyone stopped upon notice of Saturn Girl's sudden disappearance.

"What just happened? Where's Saturn Girl?" Superman asked before their surroundings brightened and the sight of one, ridiculously massive roller coaster came into their view.

"Er guys, up there." Dawnstar stated meekly and pointed at a singular-carriage to which Saturn Girl, whose arms were tied to her sides, occupied.

"Step right up! Ride the Titan Terror, only the most terrifying attraction in all the known Galaxy's" a robot, with a moustache and a top hat, spoke as it floated next to the Titanian.

"Uh...I hate these things; please I have to get off! LET ME OFF!" she yelled urgently, struggling to get free. Once her carriage reached the very top, Saturn Girl was treated to a daunting view of many, many tracks that were so high up, clouds obscured most of them. A sweating Saturn Girl gasped at the sight before her before her ring showed a holographic image of Brainiac-5

"Saturn Girl, it's a simulation, it can't hurt you if it isn't real." He assured her but she didn't seem to listen.

The robot's head extended like that of a switch. "3...2...1...ignition!" it exclaimed and pushed down, causing the rocket start up and fly down the track at an alarming speed before Superman could get to her. She follows after her.

Brainy attempts to talk to her again, "Whatever you do, don't-"

"AHHHHHHHHHHH!"

"scream." He finished and just before she was sucked in, Superman grabbed her but she slid out of his grasp and straight into the vortex.

"NO!" Superman yelled as Saturn Girl and everything disappeared into the vortex, "I had her in my arms, guys, why couldn't I save her?" he asked

"Like Dawnstar said; if you scream you're done for." Ben 10 answered.

"Mainly, she needed to face her fears, so did Lightning Lad, and Bouncing Boy." Brainy explained.

"...Who's next?" Dawnstar asked.

"If it's you, try not to be afraid, it's only a simulation." Ben 10 assured.

"How do we fight it?" Superman asked.

"By not being afraid, Superman." Brainiac-5 answered "It's time to take the ghost out of the machine." He said before the remaining four teens flew through the small door that opened in the wall.

* * *

><p>Like before, the room appears dark at first, before the scene brightens up and everyone finds themselves in what appeared to be a dark forest, punctuated by eerie animal noises as a bright full moon illuminated the night sky.<p>

"Now where are we?" Superman asked.

Dawnstar's skin went pale and eyes widened in shock. "Oh no...I remember this place." She said fearfully. "This was where I went for summer camp when I was a kid. We went on a nature hike and I got separated from the group. That's when I ran into some pretty scary looking creatures..."

"What's there to be scared of out here?" Ben 10 asked, almost ignorantly, "You know, besides Bigfoot?"

"Much worse," Dawnstar answered apprehensively.

*krrriiiiiiiiiiii*

The four teens look up at the source of the eerie sound and their eyes widened at what they saw; but not as much as Dawnstar's. They see a large bed of webbing surrounding the trees, and resting on the web, glaring down at the group, were giant eight-legged spiders with a brownish-red body, eight pincers with one claw on each and brown exo-skeleton, and it possessed deadly fangs that dripped green saliva.

"Giant Zarrokide Spiders." Dawnstar whimpered as she cautiously took some steps back, which did not go unnoticed by the large arachnids.

One of the Giant Zarrokide Spider gave Dawnstar a predatory gaze, as if ready to prey on the winged-metahuman, causing her to sweat fearfully.

Ben 10 quickly activates the Omnitrix and slams the dial down, consuming him in a green flash. When the green light died away, standing in Ben 10's place was a seven-foot-tall, bipedal Sasquatch-like being with yellow fur and black fur on its lower legs and arms, hips, and head. It has two bolts on either side of each wrist, gray hands and feet, and three yellow horns that looked like the horns of a trident. The Omnitrix dial was displayed in the centre of its green and white belt on its waist.

**"SHOCKSQUATCH!" **He yelled in a raspy, Canadian voice. The giant spiders didn't look surprised. But then again, they were holograms, so they obviously wouldn't show much emotion.

The Gimlinopithecus' fur stood up as his body lit up with electricity. After a moment, Shocksquatch held out his hands, firing a powerful bolt of yellow electricity at one of the spiders, obliterating it into thin air.

The action prompts the other spiders to attack; Superman fired away with his laser vision and Brainiac-5 extended his fingers and discharges white electricity into the arachnids. As more spiders surround them, Shocksquatch's body charged up, then he fired an electric beam, which blasted one spider and mirrored into the others, clearing the space for them.

"I hate spiders, I hate spiders, I hate spiders," a timid Dawnstar repeated, who had her head buried in her knees, hoping the spiders would go away and desperately trying not to scream in terror or disappear like the others.

"You've gotta get a grip, Dawnstar!" Shocksquatch said as one blasts more spiders away. "None of them are real!" he reminded her.

Another spider jumps down and moves in on Shocksquatch. The Gimlinopithecus steadily backs up before the advance; one of the legs swings at him, but he catches the end in both hands.

"Gotcha, eh!" Shocksquatch sneered.

The spider responds by swinging another leg. Shocksquatch shifts his grip to free up one hand and catch the other one as well.

As the boys continued fighting to protect Dawnstar, they failed to notice one larger looking spider approach the metahuman from behind. Noticing a shadow looming over her, Dawnstar turns her head, just to see the gaping maw of the larger Zarrokide Spider, acid dripping from its fangs and giving a menacing hiss.

"AHHHHHHHHHHH!"

The boys were drawn to Dawnstar's scream, and saw yet another white-and-blue vortex materializes behind her.

"No!" Shocksquatch, who was still struggling to hold off the spider's pincers, yelled. A good strong wrenching motion throws the spider off balance and sends it to the ground. Shocksquatch then turns to the spider threatening Dawnstar and opens his mouth wide, firing a bolt of lightning from his mouth that disintegrated the spider. But Dawnstar was already gone, and so was the scene.

Shocksquatch clenches his fist in anger, causing electricity to crackle around it. "I can't believe this!" he hissed through clenched teeth. Quavermass was picking off their teammates one after the other and they couldn't do anything to save them.

"So...does this mean Ben's next?" Superman asked.

"I'm afraid so," Brainy admitted, "and for his sake, he must be able to bare with whatever fear Quavermass will project."

"Well I say bring it on," Shocksquatch said in a serious tone, punching a fist in an open palm, "Whatever this place throws at me, I can take it, eh."

Once again, another door opened and the Gimlinopithecus, Kryptonian and the Coluan walked in.

* * *

><p>The trio are surprised at the new scene they found themselves in.<p>

"A circus ring?" Brainiac-5 said in confusion.

"What is a..." Shocksquatch trailed off before realization struck him, "Wait a minute; I know this place, eh."

"You do? Where are we?" Superman asked.

Before Shocksquatch could answer, a voice came out of nowhere.

_"Ladies and gentlemen, children of all ages. The circus of laughter is proud to present to you, the Sultan of Smiles, the Crown Prince of Chuckles, the Grim Tickler himself. The star of our circus," _the voice announced as a small clown car drove into the arena and stepping out of the car was a clown with pale skin, red hair, purple around his lips, wore big black shoes, a dark-blue rubber nose, and a big black top hat. _"Zombozo the Clown!"_

"No, no, no, no," Shocksquatch repeated fearfully, sweat dripping from his forehead, "I got over you, eh. I _know _I did."

For as long as Ben could remember; he had an irrational fear of clowns. He may have allegedly gotten cured of his coulrophobia since his very first encounter with Zombozo when he was 10 years old, but his fear apparently resurfaced after his latest confrontation with Zomobozo and his Circus Freaks; when they turned most of Bellwood in zombie clowns, including Rook and Grandpa Max. And just like that, Ben was sent down memory lane, to the day his coulrophobia had originated: 5 ½ year old Ben getting surprised by his Grandpa Max wearing clown make-up. Since that day, Ben was excessively cautious around random guys wearing makeup and rubber noses, Zombozo being a prime example.

"Come on, Ben 10, he's not real." Superman told the yellow yeti-like alien, trying to keep him calm.

Zombozo sets his sights on Shocksquatch and gives a goofy chuckle, which had a sinister intent hidden in it. "Hiya, son! Something tell's me you'll be a barrel full of laughs!" he said as he slowly approaches the Gimlinopithecus.

"Don't let him near Ben 10!" Brainy told Superman as they both stood protectively in front of their Omnitrix wielding teammate, who was too paralyzed in fear to move so much as a muscle.

Zombozo's already creepy grin grew more sadistic, "Now don't tell me you're afraid of old Zombozo. Everybody loves clowns." He then gestures his hands towards the shadows, "Just ask them."

Shocksquatch, Superman and Brainiac-5 look to see several clowns emerge from the shadows, each with creepy grins plastered on the pale faces. The clowns slowly advance on the three boys; mainly Shocksquatch.

"Come one...come all...come one...come all..."

Shocksquatch nearly choked as a shiver of fear went down his spine at the lifeless and emotionless tones of the clowns' voices.

Acting quickly, Superman and Brainiac-5 attack the clowns, removing as many as they could before they could inflict anymore fear into their shape-shifting teammate. Shocksquatch felt a presence behind him; he turns his head and yelped, falling on his butt and reverts back to human form, looking at the familiar figure in complete shock.

"R-R...Rook?"

It was indeed Ben's old Revonnahgander partner, but with some disturbing differences: Rook's face was covered in bone white paint with black circles around his eyes and red around his mouth. Instead of his cat-like nose, a big red one took its place. And his mouth was stuck in a horrifying grin. The frilly collar, gloves, and over-sized shoes completed the look.

"Rook, is that really you?" Ben 10 asked, forgetting completely that everything was a holographic projection.

Rook just stared blankly at Ben, silent as death, and mouth still stuck in that terrifying grin.

"Dammit, Rook, say something! Anything!"

"Come one, come all..." Rook droned in a lifeless tone.

"AHHHHHHHHHHH!" Ben 10 screamed in terror, a blue-and-white vortex forming behind him.

"NO!" Superman yelled flying forward to save Ben 10, but was too late as the shape-shifting Human, along with the zombie clowns and the whole scene disappeared, leaving behind the Kryptonian and Coluan.

"He's gone." Brainy said sadly.

"Dammit!" Superman cursed as he punched the wall leaving a rather nice dent, "Not Ben 10 too; this place is picking us off one by one!" he stressed.

Brainy sighed, "It appears it's up to us now, Superman." He said before the next door opened and they continued their path through the Station.

* * *

><p>The remaining two Legionnaires flew down a corridor as the curtains opened showing them the way, "Quavermass 12 is controlling our path." Brainiac-5 noted.<p>

"Like rats in a maze." Superman growled before they stopped at a dead end where two empty frames hung on the wall "It doesn't go any further." Superman stated before he and Brainy looked to their left to see four frames which displayed deformed paintings of Lightning Lad, Saturn Girl, Dawnstar and Ben 10; and like Bouncing Boy, they each held expressions of utter terror displayed on their faces.

Superman went to walk on as the wall lifted to reveal another passageway, when Brainy spoke.

"Superman." he stopped then took something out of his chest "in case anything happens to me." He started and held out the small disk.

"Nothing's going to happen to you." Superman told him firmly.

"You can't save everyone Superman," the Coluan said solemnly "I have to fight my demons, on my own." He said confidently "or else I'll end up like our friends." He explained as Superman looked at the paintings of their captured friends, knowing that they were counting on him to save them.

Knowing they were past the point of no-return, Superman took the small purple disk from him then they walked ahead into the darkness, the door closing behind them.

Once inside, a view of a metal forest appeared before the two boys. It's quiet at first, until a bolt of electricity emerged and formed into three white dots. From each of those dots, three humanoid robotic beings materialized; their overall body coloration is grey, they each had three, connected white dots on their chests, octagonal-patterned heads, and green faces with purple eyes and a similar three-dotted pattern on their foreheads like Brainiac-5.

"Coluans, my people." Brainy stated.

"What do they want?" Superman asked.

"Brainiac-5, you will return to us." One of them spoke in a monotone voice.

Brainy narrowed his eyes, "They want me."

"You are not human, and never will be." Another Coluan said "Rid yourself of this foolish desire."

"You aren't real; you're merely holograms," Brainiac-5 said to the fake Coluans. "Quavermass 12's desperate attempt to decipher what scares me."

The holographic Coluans shot yellow beams from the foreheads at Brainy, who quickly puts up a whote force-field to protect himself, but it does not good and the younger Coluan is blasted into a pillar. The older Coluans broke down and formed into one giant one with five heads; three on the upper abdomen and one on both shoulders.

Superman prepared to attack but was pulled down by a green rope, forcing the Kryptonian to lay on a green circle on the floor.

"What is this?! I can't move!" he exclaimed, trying to wriggle free. "Why can't I move?!"

"Clearly you have much to learn." The giant Coluan stated, ignoring Superman and stomped over to the unconscious form of Brainiac-5. The giant Coluan slammed its hand over him, kicking up dust. "You will be one with us again." And a yellow light travelled up Brainy's body until it reached his eyes where it switched to purple. The purple light traveled back down creating a medium explosion, enough to make the recoiling Coluan lose an arm in the process.

The fully recovered Brainy floated in mid air, glaring fiercely at his inner demons. "You have much to learn as well." He spoke cockily as he transformed into his armoured Coluan form. He then fired a magenta beam from his chest at the giant Coluan, who protected itself with a white force-field. This deflects the beam in six-ways as they span round ripping into the holographic software and the walls before finally hitting the main core processor.

"Quavermass 12 I presume?" Brainy asked with a smirk as he dodged blasts then was hit into the wall by a beam. He noticed a circuit board on the wall as he fell, but was pushed against the aforementioned wall and targeted on. He reverted back to his humanoid form and smirked again, "Be careful what you wish for." He stated and fired one of his fingers into the circuit board.

"Brainy, what are you doing?!" Superman yelled.

"Downloading a virus into Quavermass, and I'm it." He answered and the hologram began to decompose and disintegrate.

"BRAINY!" Superman yelled before he finally broke free of the green rope as it disappeared and flew to catch his Coluan friend.

"Superman" Brainy's voice called. The Kryptonian looked up from the body of his friend to find a holographic image of him floating in the air. "I've communicated with the central processor, Quavermass 12 uses fear as an energy source. It holds its victims in a suspended state of terror." He explained

"The portraits." Superman realized.

"Correct." Brainy spoke.

"So how do I get you out?"

"You can't," Brainy answered. "I'm integrated with the system. Your only choice is to shut it down."

"Won't pulling the plug destroy you?" Superman asked fearfully.

"Leaving it on imprisons the others, destroy the chips, Hurry!" he exclaimed as he was shoved away by the hologram of Professor Planarus.

"No, don't shut us down. Save your friend and join us." He said with a smirk before he switched to Boris the butler.

"You'll feel right at home." He grinned and switched back to Planarus. Superman looked at Brainiac 5's body and made his final decision.

He glared at the hologram, "Heroes make choices." He said before flying straight into the core of the machine, discharging multiple bolts of white electricity as Superman floated there, unsure of his next move.

"I have no idea how to do this." He stressed to himself and saw Brainy's hologram over near a small button.

"Superman over here!" he called but was cut from view by the host again. Superman flew down and pressed the button. As he did, 32 rectangular-shaped chips appeared and spread out evenly. He touched one then heard a voice he found to be familiar.

"Clark Kent!" emerging from the shadows was an elderly woman "Step away from there!" she ordered.

"Ma?" Superman said in shock.

"How can you do this? He's your friend." She tried to reason, but he clenched down on the chip, causing it to crack. "Clark Kent, you listen to me." She ordered firmly.

"You're not real." He replied with his own firm tone and in blurry speed, he destroyed all the remaining chips but two allowing the hologram to say a few garbled words.

_"Quavermass 12 is an intergalactic rest-stop, weary travellers, spend the night."_ It spoke in a monotone.

Superman grabbed the last to remaining, "Sorry, Brainy." He apologised and destroyed the last two chips, creating an intense explosion, shutting the machine off completely. As he did, the Cosmic Storm that was generated by the Station disappeared and everyone from the paintings, including the five Legionnaires, popped out unharmed.

"Hey...we're back!" Bouncing Boy exclaimed in relief.

"You okay?" Lightning Lad asked Saturn Girl.

"I think so," she answered. "it's Superman." She said before doing a telepathic sweep, "There's something wrong, he's in great pain." She urged.

Dawnstar found it easy to quickly override the locking system and they ran in to see Superman floating down from the machine, carrying a shutdown Brainy in his arms. Superman gently laid his Coluan friend on the floor.

"I wanted to save him...but I had to choose." Superman stammered while shaking his head.

The others are briefly silent before Bouncing Boy breaks it.

"Alright who has the backup disk?" he asked as the others smiled.

"What are you talking about?" Superman asked in confusion.

"Brainy always keeps a back-up of himself, in case of emergencies." Ben 10 explained.

"You mean...this?" Superman asked holding up the small disk Brainy had given him earlier.

* * *

><p>Later after Brainy was carried back to the ship, the Coluan is placed in a machine, which started up downloading everything back into the body.<p>

A pacing Superman was getting restless, "Why is this taking so long?" he asked.

"He's a complicated guy." Bouncing Boy answered simply.

"'Complicated' isn't even the word for it." Dawnstar smiled before the holographic green rings that surrounded Brainy turned off and lowered him back to the metal bed as he finally awoke.

"Are you okay?" Superman asked.

Brainy smiled. "Naturally, I'd never interface with a strange computer without a proper back-up. So what'd I miss?" he asked casually.

"It was a long, creepy story." Superman answered.

"But it had a happy ending." Bouncing Boy smiled as a viewing screen appeared above them.

"Transports are coming to take everyone home." Lightning Lad informed him.

"And from the looks of it, the storms are gone." Ben 10 added.

"For good." Saturn Girl said.

* * *

><p>And so, the Legion Cruiser sets a course back home. On the way back, Superman was thinking about what happened when the door beeped, he stood up as Brainy walked in.<p>

"About what happened back there," Superman started.

"I knew you'd make the logical choice." Brainy smiled, putting his hand on his shoulder but the Kryptonian shook it off.

"Forget logic, why didn't you tell me that was a backup disk?" he demanded, still bothered by what he went through back with Quavermass 12.

"If I'd have told you, you wouldn't have faced your fear." Brainy answered, his smirk never leaving.

Superman looks ashamed, "I thought I wasn't afraid of anything...but I am. I'm afraid of losing the people I care for." He frowned as Brainy noticed the picture in Superman's hand.

"And I'm afraid of what's lurking in the lounge." The Coluan remarked, earning a confused look from Superman, "Bouncing Boy's been threatening to regale us with another ancient classic, something called 'Reality Television'." He explained "You coming?" he asked.

Superman's mood became cheerier, "I wouldn't miss it." He answered before placing the photo on the desk. It is a picture of his family; him as a baby with his parents. The personal item Superman brought with him for whenever he got homesick, and after the near-traumatic experiences everyone endured tonight, it was just what he needed.

**End of chapter.**

**Hope you all enjoyed the scenes I added with Ben and Dawnstar's fears. FYI, I made up the Zarrokide Spiders.**

**Stay tuned for chapter : **_**"Champions", **_**which you can expect in less than a week or so.**


	7. Champions

**Disclaimer: I don't own Ben 10 or Legion Of Superheroes**

**Six chapters and sixty-six reviews! Not bad if I do say so myself. With enough of your support and the right amount of reviews, I might make it to one hundred by the tenth chapter.**

**Now, I just wanna say something to some if not all of you: I ask that you do more than simply add this story to your favorites and follows lists. I need all of you to actually REVIEW the story chapters. It's important that I get the necessary feedback to make **_**Legion Of Ultimate Superheroes **_**just as good as any other Ben 10 crossover you guys might have read. So I do hope you remember to review more often, and constructive criticism is okay. Thank you for your continued support.**

**That aside, enjoy my latest chapter.**

* * *

><p><strong>CHAPTER 6<strong>

**Champions**

It's that time of the year again on Olympus-12: The Intergalactic Games; An Olympic Tournament where the best young athletes of any race could show off their skills, in the form of strength, speed, agility, quick thinking and engineering expertise.

The tournament started off with a drilling competition as an alien with 7 metal tentacles drilled into the planet then back up within seconds, earning cheers and applause from the audience, including the alien's family.

_"42. 2633 metres! Zzok has beaten his own record in the standing spin burrow for gold medal number 3."_ A male announcer stated as Zzok puts two tentacles together in a victory motion.

_"That's right Frank, in true Intergalactic Games spirit, the largely carbon-based crowd has taken this plucky Sephian into their hearts."_ The other slug-like alien announcer added.

_"Live from Olympus-12, our coverage of the lucky 343rd Intergalactic Games continues with the classic Dodecathalon."_

_"Twelve brutal heats that pick competitors from every quadrant, only the very best of the best."_ Frank announced as the stadium moved over to the race track, where several teenage male contestants wearing short-sleeved, athletic jumpsuits were warming up. Among them, wearing a blue jumpsuit and holding a matching blue helmet was a certain Winathian who bared a confident smile on his face.

"You got that right." Lightning Lad said with a smirk.

Approaching the young Winathian were Superman, Phantom Girl, Ben 10 and Snarl, the latter who was noticeably twice as big as he used to be. Apparently he has grown a bit.

"Look at this crowd, Lightning Lad." Superman said in awe of the masses of people from the stands.

"What can I say, Superman? They love me." Lightning Lad smirked as he waved to the crowd.

"Just what he needs," Ben 10 whispered to Phantom Girl and Superman, "another ego boost."

"Must be the altitude." Phantom Girl replied dryly.

_"There's the Diplomatic Sky Box where top dignitaries from the United Planets are watching, along with the crowds and trillions at home." _Frank said as the large sky box in question hovered above the race track.

_"That's right, Frank, I hear their recent peace talk with the Khunds didn't go so well," _the other announcer added _"Let's hope they don't start a war up there."_

_"We've got a lot of first class athletes here this year, but I'll tell you who's got this Dodecathalon sown up."_

"Ha ha, you hear that?" Lightning Lad asked the others.

_"He's from the planet Winath, and he really impressed us in the qualifier."_

"You know who their talking about." Lightning Lad smirked and waved his arms to the crowd in anticipation.

_"MEKT RANZZ!"_ the announcer exclaimed, causing Lightning Lad's face to fall in shock and confusion.

"Huh? Mekt?" he repeated the name, which he found familiar.

A few feet ahead, waving to the crowd was a teenage boy in a red jumpsuit. He looked a few years older than Lightning Lad, had similar blue eyes, silver hair, and black eyebrows; the right eyebrow was in the shape of a lightning bolt.

"You didn't think they were talking about someone else, did you Sparky?" he asked smugly. "See ya at the finish line." He said before walking off as the hovering cameras followed him.

"You know that guy?" Ben 10 asked.

"Yeah, he's my brother." Lightning Lad answered distastefully.

...

Lightning Lad, with his friends behind him, walked over to Mekt. The older Winathian was preparing for the race.

"What are you doing here Mekt?" Lightning Lad asked/demanded to his brother.

"Is the big famous hero scared of a little competition?" Mekt asked mockingly.

"You know the Dodecathalon has always been _my_ thing," the younger Winathian shot back "Why do you have to try and upstage me all the time?"

Mekt scoffed, "Come on, all this talk about being "_the best in the galaxy"_, we both know it isn't true. I'm just here to set the record straight." He answered nonchalantly.

"You, are paste Mekt." Lightning Lad growled at him, "When this is over they'll have to wipe you up with a dish-bot." he fumed as Mekt started up his engine. Laughing at his brother's lame threat, he zoomed off in his car.

Once he was gone, Ben 10 spoke, "I'm gonna guess you and this Mekt gut have some sort of sibling rivalry going on." He figured.

"You don't know the half of it." A sulking Lightning Lad replied.

"Don't let him get to you, you can win this." Phantom Girl assured him with a hand on his shoulder.

"Yeah...yeah!" he agreed with more determined confidence.

_"Contestants report to the starting area."_ A woman's voice sounded over the megaphone.

"You guys better get to your seats." Lightning Lad told his friends before walking off.

Superman, Ben 10 and Snarl took off from the ground. When Ben fixed the Nemetrix, he used pieces of similar tech Brainiac-5 used to make the Flight Rings, so now the device can also allow Snarl to fly like the Legionnaires can. They stopped when they noticed a sulking Phantom Girl wasn't following.

"Phantom Girl, you comin' or what?" Ben 10 asked.

Phantom Girl groaned "Ugh, fine." She relented before elevating into the air and followed the boys and wolf. "I hope you realize what I had to go through to get us in this thing." She moped.

"That's what you keep saying," Superman replied. "But we're here now; can't we at least enjoy it?"

"Easy for you to say, we're sitting with my mom." She retorted before flying ahead.

Now the Kryptonian was shocked, "We're sitting with the president?"

"Watch it Supes, she's a handful." Ben 10 tipped; Phantom Girl at some point told the Omnitrix bearer about her mother and how she could get.

The two boys and Snarl flew up with Phantom Girl as they tried to keep up until they final made it to the interior of the Sky Box.

* * *

><p>The Sky Box was filled to the brim with people who were either rich, famous or both. Some of the socializing dignitaries either stood by the buffet table or were in their seats waiting for the games to begin. Several security guards kept a sharp vigil in the Sky Box, having been ordered to be on the lookout for anyone who may cause trouble.<p>

Superman spots an odd looking dish on the buffet table, "Hey, crab legs."

A head suddenly comes into view, "Hey, monkey face!" the crab shot back bitterly before walking off, leaving a befuddled Superman.

Phantom Girl smiled, "Don't worry, the senator gets that all the time." She said before turning around at the sound of an older female's voice "Heads up, boys." she informed them dryly.

Winema Wazzo; aka the President, with bodyguards flanking her, walked in. She is having a discussion with a floating brain in a glass ball. "No, no, no, the climate reconstruction bill, the terror format can't fund a climate reclamation bill, is that clear enough? Ta your highness." The President waved and brain floated away. "Now, Tinya." She said walking up to her daughter and friends, "Who are these handsome young men?" she asked, referring to Ben 10 and Superman.

Ben 10 couldn't help but perk up at an older woman calling him 'handsome'.

"Mother this is Ben 10." She replied, gesturing to the Omnitirx wielder.

"Nice to meet to meet you, Miss President." Ben 10 said politely.

"Please, dear, call me Winema." The older Bgztlian replied warmly. "'Miss President' is just a formality."

Snarl then barked, as if trying to get noticed. "Well, aren't you a cutie." Winema smiled, kneeling over and gently petting Snarl, earning an affectionate growl. "You must be his pet."

"And this is Superman." Phantom Girl said, gesturing to Superman.

"Hi, Mrs-er...Madam...ma'am," Superman stuttered, trying to find the right words, "I...never met a president before." He said sheepishly. Ben 10 bit his lip to hold back a laugh while Phantom Girl averted her eyes in embarrassment.

"So this is the Superman I've heard so much about." She smiled slyly, "I need to mingle a bit, but then I want to hear all about you three." She said before walking off.

Superman shyly waves as Phantom Girl gives him a sly smirk. "Aw shucks, ma'am, I ain't never met nobody. Uh-huh, uh-huh." She mocked in a hillbilly accent and grinned at Superman while Ben shook his head in amusement.

"Alright, I guess deserve that," Superman admitted with a smile.

"Your mom did seem nice though." Ben 10 added.

"Nice? Whose side are you on?"

_"Round one: the Filament jump."_ The female announcer said.

"It's starting." Superman said before the trio, Snarl, and the dignitaries walked to their seats.

* * *

><p>Lightning Lad, along with some other competitors were at the starting line, their determination displayed in the form of loudly revving engines.<p>

"On your belts...get set..."

The gun was shot and they were off in the blink of an eye. The vehicles each dodged rock pillars, but one crashed as Lightning lad sped past and Mekt drove up beside him, once again with that annoyingly smug smirk.

The older Winathian scoffs "Looks like you could use a little elbow room." Mekt sneered before he pushes his vehicle against Lightning Lad's vehicle, which in turn causes the latter to be pushed against the walls of the dirt track. As he did, no one noticed the judge turning away and twiddled her thumbs innocently. Lightning Lad gritted his teeth at his brother's unwarranted tactic before he saw a pillar of dirt in front of him. He quickly moved backwards, allowing Mekt to take the hit instead and sped past him. Now back in the lead, the Legionnaire impeccably crossed the finish line first.

Skidding his vehicle to a stop, the victorious Winathian takes off his helmet waved to the crowd as the chanted his name.

"Lightning Lad! Lightning Lad! Lightning Lad!"

"Nice foul, Mekt." He said bitterly to his brother.

"Foul? What foul?" he asked innocently. "The judges didn't see anything." He smirked before walking off.

Lightning Lad continued giving his departing brother the stink eyes. He was not a fool; he personally knew that Mekt had a rep for playing dirty, just like when they were kids. Well whatever sneaky tactics the silver-head Winathian had in store, Lightning Lad wasn't going to let his arrogant brother get in the way of him winning what could be the most important day in his life.

* * *

><p>The holographic scoreboard displayed Lightning Lad's image at the top, and Mekt's image just under it.<p>

_"And Lightning Lad gets out an early lead but, Mekt Ranzz isn't far behind. We'll return to the 343rd Intergalactic Games..."_ The slug-like alien announced.

"Audio off." Phantom Girl said, turning off the sound of the viewing screen. "Well what do you think?" she asked the boys.

"Sports sure have changed since the days of the shot-put and javelin." He answered, earning a confused look from Phantom Girl.

As if reading her mind, Ben 10 explained, "Those are the sports played in _our_ century's Olympics."

"Oh, right." Phantom Girl nodded in understanding.

Winema sits down next to her daughter, "So, one of these fine young men would make a good boyfriend." She said with a sly smirk.

Phantom Girl face-palms in annoyance and embarrassment, "Somebody Zap me." she begged.

Superman raises his hands in defense, "Oh no, we're just friends your majesty-I mean, madam ma'am-"

"Right," Phantom Girl cuts in. "Nice chatting mom, we're going out to get some snacks."

"But the sky box is catered." Winema pointed out.

"Yeah, we're going out for snacks." She simple replied, grabbing Superman and Ben 10 by the arms and leads them out of the Sky Box, leaving Winema to stare in confusion.

* * *

><p>Later, the trio are walking through a crowded craft market.<p>

"Everyone's had their fair share of embarrassment from their moms, PG, but she does mean well." Ben 10 told her before taking a bite out of a puff-puff.

"She doesn't have a clue." The Bgztlian replied before walking to a souvenirs stand and put on a weird Sephian hat.

"Don't be so sure," Superman remarked. "My ma's pretty busy too, but she doesn't miss much."

"Join the club." Ben 10 remarked, remembering his own mother. The Omnitrix wielder blinked at the thought before feeling his spirits drop a little. As strict as she could at times, she truly meant well for her son. Ben was _never _going to forget the love his mother had given him. Though Ben doubted he would ever get over the trauma of losing his loved ones, he at least hoped that he could restrain those thoughts and feelings in public. Apparently he was wrong.

Superman suddenly frowned while looking towards the Sky Box, activating his x-ray vision.

Taking off the hat, Phantom Girl asked, "What is it?"

"Something's not right." He answered. Focusing his x-ray vision, he was able to make out a strange, cylindrical object situated under the Sky Box. "There's something under the Sky Box." He stated urgently and flew up towards the Sky Box, Ben 10 and Phantom Girl right behind him.

Once they reached the under-part of the Sky Box, Superman ripped part of the metal off and saw the cylinder-shaped object.

"It's a Doc bomb," Phantom Girl said in panic "Get it out of here fast!"

Ben 10 quickly selects a form from the Omnitrix and slams down the dial, covering him in that signature green flash. He turned into what looked like a pterodactyl with a jetpack and a large, yellow beak-like mouth. His wings are rather small and resemble a glider which are connected to a 'jetpack' like structure on his back. He has green eyes, red skin, black and green clothing on its shoulders and waist, green braces around his wrists and ankles, and the wings are yellow.

"**ASTRODACTYL!" **the alien squawked.

Astrodactyl grabbed the bomb and began elevating higher in the sky. Thanks to his speed, Astrodactyl reached space in a matter of seconds. Once he was certain he was a safe distance from Olympus-12, the pterodactyl-like alien threw bomb, which had 3 seconds left before it exploded. Astrodactyl shields his face from a blinding white flash before it fades and a whirling, purple vortex is formed from the explosion.

"BAWK Uh oh." Astrodactyl gulped.

Not wanting to end up like the surrounding stars, Astrodactyl turned and struggled to fly away from the strong vacuum-like force of the vortex. Focusing more power into his jetpack, the pterodactyl alien fired a powerful, green propulsion blast out of his jetpack, enough to propel himself out of the vortex's range but flings back into the planet.

The pterodactyl-like alien continued plummeting until Superman and Phantom Girl both caught him before he crashed.

"What the heck was that?" the alien pterodactyl asked.

"It creates one tiny spec of Dark Matter that can swallow _half_ a planet." Phantom Girl explained.

"Whoa," Superman said in shock.

"Guys, I think someone's trying to blow up my mum." The Bgztlian said worriedly.

* * *

><p>The trio decided to survey the area for any other signs of potential threats against Winema. As they flew off over the crowds, Phantom Girl said "Keep your eyes peeled for anything suspicious."<p>

Superman looked over the crowd until he spotted an alien pinwheel vender. Superman considered him to be suspicious, especially with that overly cheery smile. He activates his x-ray vision, seeing past the vender's outer appearance and reveals his true form.

"There, the Pinwheel vender." Superman said before they flew towards the suspect. Said suspect sees them coming and he pulls out a handful of pinwheels; they spun rapidly like propellers and he flew off with the three Legionnaires in pursuit. The crowd takes notice of this and murmur to each other, wondering what's going on.

Phantom Girl stops flying; not wanting to cause a panic to the crowd if they knew a villain was on the loose, she plans a diversion. "Erm... Lightning Lad! Lightning Lad! Lightning Lad!" she cheered, pumping her fist.

Everyone looked around the joined in "Lightning Lad! Lightning Lad! Lightning Lad!" they cheered as Superman and Ben 10 continued chasing the pinwheel vendor.

"You can drop the disguise, Tharok; we know it's you." Superman ordered.

"Clever boy," Tharok grinned before his disguise fizzled out and revealed his true body. "See through this!" he threw several pinwheels at Superman which stuck to his face.

"Hey!" Superman grunted, struggling to get the pinwheels off.

Instinctively, Ben 10 activates the Omnitrix and once he found the icon he wanted, he slapped down the dial. After the usual emerald flash had disappeared, hovering in Ben 10's place was a large blue jellyfish-like creature. It had six long tentacles that functioned as two pairs of arms and a pair of legs. It had no facial features, save for two green eyes, and white swipes covering its body resembling lightning streaks. Its main body has three segmented, skirt-like parts, one for its head, chest and abdomen. The Omnitrix dial was positioned on its chest.

"**AMPFIBIAN!" **the alien shouted in a raspy voice.

"Stay back, freak!" Tharok aimed his cybernetic claw at AmpFibian and fires an energy blast, but the Amperi's body becomes transparent, allowing the blast go through him harmlessly.

"Who are you calling 'freak', you Terminator reject?" the now tangible AmpFibian asked, a little annoyed. He then stretched out his four tentacles, wrapping around Tharok's body before he discharged bluish-white electricity. This causes the Zadronian to scream in pain, and since half of Tharok's body was made of conductive metal, the damage done to him by the electricity doubled.

Superman used his laser vision to burn the material off his face before floating over to AmpFibian and glares at Tharok.

"What are you doing here, Tharok?" the young Kryptonian demanded, "What are you planning?"

Despite the pain from being shocked, Tharok grinned mischievously, "Wouldn't you like to know." He sneered.

"Actually, we would." AmpFibian replied.

Before Superman could demand for answers, he and AmpFibian are suddenly hit in the back by an unknown orange beam. AmpFibian grunts as he is forced to release Tharok. By the time the Kryptonian and Amperi recovered, Tharok was already gone. That's when Phantom Girl caught up with them.

"What happened?" she asked her teammates.

"We got hit by something." AmpFibian answered. "It must've been a sniper."

"And whoever they were, they gave Tharok time to get away." Superman added. "Emerald Empress must be cloaking them."

"I don't like what that means, guys." She responded worriedly as AmpFibian touches the Omnitrix dial with his tentacle and reverts back to normal.

"Neither do we," Ben 10 said. "The Fatal Five are here."

...

_"From the surface of Olympus-12, our coverage of the 343rd Intergalactic Games continues."_ The commentator announced as the crowd ship moved over a volcano. _"Grand stands are in position for a new event at the_ _Dodecathalon."_

_"That's right Frank, we're all set for some Flare Surfing!"_ Frank's co-commentator announced. _"Now the judges award points for hang time, difficulty and style, so this may be the most demanding event yet." _He explained.

Meanwhile, the three Legionnaires have informed their Winathian teammate of the Fatal Five having infiltrated the planet and their plan to murder the President.

"We've got to call the Science Police and alert security." Superman suggested.

"Bad idea," Phantom Girl objected, "you know the moment those guys sound the alarm, it's mass hysteria."

"Phantom Girl's right, best that we leave those guys out on this one." Ben 10 said in agreement. He, along with the rest of the Legion believed the Science Police were too inept to handle larger cases because of politics and bureaucracy that comes with the United Planets oversight.

"We would never be able to evacuate all these people in time." Lightning Lad stated before his face becomes dead serious, "we'll stop them ourselves."

"You've trained all year for this, you can't quit." Phantom Girl told him.

"Who says he has to?" Ben 10 asked rhetorically, "Lightning Lad can keep an eye on things from the field, Superman will watch the skies. Phantom Girl; you and I will stick close to your mom, just in case."

"Conspiring against me with your buddies?" the four teens turned to see Mekt, with a surfboard under his arm, approaching them. "And don't even think about using one of those Legion Flight Rings to cheat." He said to Lightning Lad with a frown.

"You wanna see my finger?" Lightning Lad asked, showing his brother his bare hand.

"You wanna see my fist?" Mekt asked raising his fist in front of his younger brother's face.

"Sure," he replied, "some time when it won't get me disqualified." He added, shoving Mekt's fist away. He knew his brother was trying to provoke him but he wasn't going to be fooled so easily.

"You're smarter than you look, little brother." Mekt admitted before walking away.

Lightning Lad, along with his friends, gave the older Winathian dirty looks. The more he displayed his arrogance, the more they disliked him.

"If I gotta play, I'm _going_ to win." Lightning Lad said confidently "Good luck, you three." He said before walking off and the trio flew off as the competition started.

The first to surf is a boy in a pale-green jumpsuit. He had slick, black hair, a square-jawed chin and he wore red sunglasses.

Tenzil Kem slides down the ramp on his surfboard and when he reaches the air, he performs some incredible flips.

_"Kem the __Bismollian__ is first up and...oh, three, four," _Kem lands flawlessly and poses to the crowd_ "Quintuple somersaults!"_ The announcer spoke as the crowd cheered.

It's Lightning Lad's turn, as Kem walks by, _"Lightning Lad has his work cut out for him," _The announcer said before the Winathian slides down the ramp and he too performs some impressive flips, followed by spinning on his board like a top. A frowning Mekt pushes a yellow-skinned, four-armed competitor, "_there's six... seven! The first septuple somersault in-"_ he is cut off when the four-armed competitor stumbles into Lightning Lad's path. _"Uh oh,"_ The young Winathian crashed into the other athlete, and they both fall to the floor. _"And a heart stopping finish. Yikes, that landing's gonna cost him some points."_

* * *

><p>Ben 10 and Phantom Girl were back in the Sky Box. Phantom Girl surveyed the interior to make sure none of the Fatal Five were inside. Once she was certain of it, she saw Ben 10 with her mother and noticed the two were having some sort of conversation. When they were done, Ben 10 walked away and Phantom Girl walked up to her mother.<p>

"What were you talking about with Ben 10?" the younger Bgztlian asked in curiosity.

"Oh...uh... your friend Ben thought Snarl might like to spend some time with me for some reason." Winema answered before gently petting the wolf alien lying next to her.

Phantom Girl guessed that was what Ben 10 told her mom, but in reality, it's to protect her. But she couldn't help but wonder there was a bit more to the conversation, judging from Winema's contemplative expression seconds ago.

As Ben 10 continued to standing guard, the corner of his eye caught a glint coming from a building in the distance not too far from the Sky Box. His eyes narrowed.

"Must be that sniper from before." He said to himself before he flew outside the Sky Box and towards the building. Phantom Girl noticed Ben 10's departure; she too saw the glint coming from the building and guessed Ben was going to investigate. She decided to distract her mom so she wouldn't notice.

"Hey, over here!" she called and they all looked "uh... Lightning Lad! Lightning Lad Lightning Lad..." she trailed off when she noticed nobody was responding. "oh never mind." She stated and ran off when she noticed nobody was responding.

"Uhh…kids." Winema said sheepishly with a shrug.

Phantom Girl saw a small cruiser had docked just above the Sky Box, a guard jumped out but he carried an Axe. Suspicious, the Bgztlian flew up phased through the ceiling before she kicked the guard away. As he recovered, his body fizzled out to reveal...

"Persuader!" Phantom Girl growled.

The Axe-wielder picked up his weapon, which shone with red energy as he twirled it around and charged forward to strike Phantom Girl, but she phased through him, grabbed his ponytail and flung him into the cruiser he arrived on. She flew up to Persuader and dodged every attack until he slashed the glider's tail wing. By the time he realized his folly, Phantom Girl waved mockingly while floating away, as the ship floated further away and exploded.

Meanwhile, Superman had found Validus in the form of a small gremlin-like alien with a rocket-pack. He charged up his brain blast, ready to fire at the Sky Box, before Superman grabbed him, making him lose his rocket and they start falling. As Superman tried to keep hold of Validus, he transformed back into his true, giant form making it a lot harder to hold.

Validus positioned Superman so that the Kryptonian was under his feet. Superman was slammed into the ground by the combination of gravity and Validus' weight, creating a large, Validus-shaped hole in the ground. The giant alien climbed out of the hole, and a groaning Superman crawled out. That was an experience he hoped to never repeat.

Elsewhere, on a building not too far from the Sky Box: A short, elderly man with a bald head was carrying a sniping gun. He stands on one knee near the edge of the roof and takes aim. He targets the unsuspecting Winema and prepares to pull the trigger, when suddenly Ben 10 flew in and tackled the old man, pinning him to the ground.

"What do ya think you're doing?" Ben 10 demanded.

Rather than a verbal reply, the old man kicked Ben 10 in the stomach and off him. The brunette shape-shifter shakes off the pain before seeing the old man reach for his gun. Ben 10 quickly slams down the Omnitrix core and transforms.

The creature now replacing Ben 10 was a mucus green colour and looked to be made of some sort of goo-like material, resembling an amoeba somewhat. Its eyes are a brighter shade of green than the rest of its body and had thick black outlines. Floating above its head was a small Anti-Gravity Projector resembling a UFO, and the Omnitrix dial is on its chest.

**"GOOP!" **the slime alien said in a squeaky voice.

The old man aims his gun and fires at Goop, but the shots simply pass through his slimy body.

"Didn't your mom ever tell you not to play with guns?" Goop asked before he aims his right hand at the man's gun and sprays a green fluid, which is actually acid, instantly melting away the weapon and forcing the man to release before he got burned.

Goop then made his body lose its humanoid shape and shot forward at the old man, the UFO-like device seeming to guide him as he did. Before the old man could retreat, Goop wrapped himself around his body, completely immobilizing him. The Polymorph then hammer tosses the old man off the roof and he falls to the ground below.

As the old man groaned in pain, Goop oozed his way down and reformed a few feet in front of him. The man's body fizzle's out and reveals his true form. Goop's eyes narrowed at the revelation.

"Mano." He growled.

The angry Angtuan rose to his feet and charges up his right hand.

Goop quickly slaps the Omnitrix dial and he is replaced by a feline-like alien with a black suit-like colour scheme. His hands, legs, part of his head, and chest are coloured blue. He has spikes on his hands and legs. He also has black Wolverine mask-like fins around his green eyes. He has a triangle-shaped nose, a thunderbolt-like design down his chest, and the Omnitrix dial displayed on his chest.

**"FASTTRACK!" **the alien shouted.

In a blue blur, Fasttrack zoomed forward and sent a wicked right hook into Mano's helmet-shielded face. The speed and strength behind the blow sent the Angtuan flying backwards. Mano grunted each time his body bounced off the ground, before crashing into some craft stands.

When Fasttrack runs over to check on his opponent, only his enhanced reflexes kept his head from getting vaporized by Mano's ray. The Angtuan climbed to his feet and glares at Fasttrack behind his helmet. The Angtuan repeatedly fires more disintegration rays, which the Citrakayah narrowly dodges, and one ray his a support beam of a craft market that they are under. Mano's eyes widened at his folly while Fasttrack grinned.

"See ya!" Fasttrack taunted, before giving the Angtuan a two-fingered salute and runs off before the roof topples over, crashing down on Mano.

* * *

><p><strong>Back with the Dodecathalon:<strong>

_"The twelfth and final Dodecathalon event: A 500 metre dash across the Lava Canyons. Simple, except for the obstacles of course." _Frank explained as the competitors got ready at the starting line.

The gun was fired and they all set off jumping over the rough terrain.

_"It's Lightning Lad in front, but oh, here come the obstacles!"_

One of the large steel balls dropped into the running tracked opened up and trapped the Bismollian, _"Kem the Bismollian-oh, out of the running!" _He announced as Lightning Lad jumped over a red beam but Mekt ran through it, causing a large hole in the ground to appear, which he easily jumped over. But one alien competitor was hit by a steel ball and fell down it whilst the four armed alien jumped over.

_"Mekt Ranzz, really digging, in keeping pace with Lightning Lad."_

As the Winathian brothers continued racing, a red beam was fired and Lightning lad jumped back, knocking into Mekt, saving him from the beam. But Mekt jumped up, pushing his younger brother's head into the dirt but he stood up quickly and chased after him. When he was certain his younger brother couldn't see, Mekt pulled out a trigger from his sleeved and pressed the glowing red button, activating bomb on one of the dirt pillars, shattering the side. The unbalanced pillar shook from side to side but Lightning Lad and the four-armed Alien ran on and jumped across the large gap. However, the four-armed alien didn't quite make it and latched onto the edge for dear life.

"_Oh, looks like Karl McGrekk is in trouble."_

Lightning lad turned round as Karl lost his grip and fell, before he grabbed his arm and pulled him back up.

_"But would you look at that. There's a hero for ya, way to go Lightning Lad!"_

Mekt, who was now far ahead, ran through the finish line

_"And Mekt crosses first! Mekt Ranzz of Winath takes the gold!"_

The crowd roared with cheers and applause while chanting Mekt's name.

"Mekt! Mekt! Mekt! Mekt! Mekt!

Mekt proudly waves to the crowd as Lightning Lad and the other competitors walk up behind him. "Nothing wrong with silver little brother," he said without turning to face him. "You should be used to second place by now." He smirked as Lightning Lad as looked at him with annoyance.

* * *

><p>Later, the award ceremony for the games had begun.<p>

_"Well there's nothing but winners here at the Intergalactic Games Award Ceremony."_

_"That's right Frank, I see Zzok's here, and Jo Nah of Rimbor, and Mekt Ranzz after the most exciting Dodecathalon in a long time."_

Ben 10, Superman, Phantom Girl, and Snarl tried to cheer Lightning Lad, who was sitting off the sidelines sulking for his loss.

"Far as I'm concerned, you won." Superman stated

"Symbolically anyway." Ben 10 added with a shrug.

"Gee, thanks." The Winathian Legionnaire said dryly before sighing. "Well at least the President's safe, and with the force dome they got on this place, I doubt the Fatal Five will be crashing the party."

"You know Lightning Lad, I'm really surprised how well you're taking this." Phantom Girl commented.

"Obviously you didn't see what he did to the locker room." Superman told her.

After Lightning Lad lost the race, he took it out on the lockers by electric blasting them into smoking debris. It did make him feel better though.

Lightning Lad smiled as they stood up Phantom Girl held out her hand to help him up.

"Just take the award and smile." She advised and pushed him to the crowd next to Mekt.

"Garth."

"Mekt."

Winema puts a medal over Zzok's neck...thing and he bowed before waving to the cheering crowd as Mekt took something out from his jumpsuit.

"What's that?" Lightning Lad asked.

"No idea," Mekt answered "I'm just repaying a little favour." He smirked and pressed the button making it shoot up a beam into the force-dome, causing it to vaporize.

"Oh…that's not good." Mekt said, looking a bit regretful.

Four people; the pinwheel vender, the old man, the gremlin and a security guard, arrived on hovering chariots. They landed next to the judge.

"Who are these people?" Winema demanded.

"We know exactly who they are." Superman said.

Their bodies fizzled out and the Fatal Five replaced them, then a large Camera turned into the Eye of Ekron.

"The Fatal Five!" Superman said.

"I _knew_ that judge had it in for me." Lightning Lad muttered.

_"We've got a Super villain brawl in here, folks, and it looks like it's gonna be a doozy. We'll be right back after a word from our sponsors."_

_..._

Empress advanced on them but Superman puts up a hand, motioning her to stop.

"This is as far as you go, Empress." He told the Venegaran.

Empress chuckles wickedly in response, "Superman, so confident. We've been having a little contest of our own you know." she turns to the other four of the five. "You remember the rules: First one to grab the President wins."

Phantom Girl's mom then spoke up suddenly, "That won't be necessary; I surrender."

The legionnaires (minus Ben 10) stare at Winema in shock, while a surprised Emerald Empress raised an eyebrow.

"Excuse me?" the Empress asked.

"You heard me." Winema replied.

Murmurs and whispers are heard among the crowd, as Lightning Lad whispered "Is she out of her mind?"

"Mom, what are you doing?" Phantom Girl asked.

"With all due respect Madam President," Superman said "but have you gone nuts?"

Winema walked past the teens and up to a surprised the Empress "I assure you, Superman, I know exactly what I'm doing. As President, I cannot risk the endangerment of any of the people in the audience on my account, and as such, I turn myself over to Emerald Empress." Winema said to the crowd before looking at the Empress. "Looks like you're the winner."

Tears threaten to pour out of Phantom Girl's eyes "Mom…please…." She pleaded.

Winema, as she now stood in front of the Empress, turns her head to the younger Bgztlian and said "Don't worry, Phantom Girl, everything will be alright."

"Oh, I wouldn't bet on that." Empress said smugly.

Winema looks back at Empress, "Now, before you 'do the deed', would you mind permitting me some last words?"

"And what would they be?" Empress asked.

Winema suddenly smirks in a mischievous manner, before she then stuck her right index finger in his mouth and pulled it back out. Saliva dripped from the fingertip.

"It's wet willy time!" she said before she sticks the wet finger into the unprepared Empress' right ear. She gives a startled yelp, causing her to fall backwards and land on her butt.

A stunned silence falls over the audience at what the President just did. The Legionnaires, minus Ben 10 stared in shock; even Mekt couldn't help but raise an eyebrow at what had just occurred.

"Mom?!" Phantom Girl managed to say. _Never _in her life did she see someone as dignified as her mother pull something so…juvenile.

Emerald Empress stares up at Winema from the ground in absolute shock as she clutches her now wet ear in disgust. "What…the hell…" she breathed.

Winema starts laughing her head off. "Man, did you guys see the look on her face?" she asked the teens, "What a doofus!" This further confused the Legionnaires.

Once her laughing stopped, Winema suddenly grabbed her face and seemed to pull it off. The face shimmered and reformed into what looked like a blank human mask, allowing the rest of Winema's body to reform into none other than…

"Ben?!" exclaimed Phantom Girl, Superman and Lightning Lad in shock.

The Omnitrix wielder smirks at his team while twirling the mask in his hand. "Who were you expecting? Martian Manhunter?"

"But if your Ben," Superman started before the other three turned to face the other Ben. "Then who's he?" Lightning Lad finished.

The other Ben 10 smiles before he too takes off his face, which is a similar mask, and his body shimmers revealing the President.

"Mom?!" Phantom Girl said in bafflement.

"_Well folks, I can honestly say that this is a truly puzzling turn of events." _Frank commented.

Emerald Empress couldn't take it anymore. "What the hell is going on here?!" she demanded, asking the question on everyone's minds.

"Ben 10 here informed me about your attempt on my life." Winema explained, putting a hand on Ben's shoulder, who is grinning proudly.

"You mean…you knew the whole time?" Phantom Girl asked.

"Of course," Winema answered, before raising an eyebrow, "I'm your mother, Tinya dear. You think I don't know what goes on in your superhero life? Why do teenagers always have to think their parents aren't smart?" she asked rhetorically before turning back to the villains. "Anyway, Ben 10 devised a plan to keep me safe by using disguises and switching places.

Ben 10 shows Empress the blank mask in his hand. "ID Masks; disguises the wearers outer appearance and voice." He explained. "You think _you're_ the only wiz at disguises?"

The three Legionnaires gathered around Ben 10 and Winema.

"Where'd you get the time to make those?" Lightning Lad asked.

"Found some spare parts from the ship and made them as Grey Matter a while back. Figured they'd come in handy while we body-guarded the President."

Winema then raised an eyebrow, "But was that wet willy really necessary?" she asked the Omnitrix wielder.

Ben shrugs, "Oh come on, like you guys wouldn't' have done it." He answered with a chuckle.

Empress growls, her face red from anger and embarrassment for being tricked in such a way. "Damn you! That's not funny!" she said, checking if there was no saliva left in her ear. "I _was _just going to take the President, but now I'll have to personally make you suffer for your trickery." She said to Ben 10.

"You're well come to try." Ben 10 replied before looking at his alien wolf pet. "Sick 'em Snarl!"

Snarl's eyes and his Nemetrix glow light green before his entire body swelled to a large size, enough to tower over Validus. Snarl had turned into a large, dinosaur-like beast with a segmented purple and gray body and a dark-green head resembling that of a Carnotaurus or a tyrannosaurus with a horn on her forehead. He has four legs and six small arms, each with two-clawed green fingers on them.

**Tyrannopede **lets out a roar, thundering throughout the stadium before he charges towards the unprepared Validus. His jaws open as wide as they will go, he snaps them shut around Validus' arm and charges across the floor to smash him into a wall of the stadium.

"Get them!" Empress ordered and the rest of the villains charged forward. Ben 10, Superman, Lightning Lad and Phantom Girl did likewise.

With the Legionnaires distracted, Empress flies towards Winema and grabs her by the wrist. "Looks like I won boys." She said with a smirk, "Of course, it's always good to have someone on the inside. Right Mekt?" she sneered looking at Mekt.

Phantom Girl phases through the floor. "Stay away from my mom!" She snapped, pushing Empress away whilst she grabbed her and pulled her through the floor before the Eye of Ekron blasted them.

Phantom Girl made it safely outside the dome with her mother then flew back in to aid her teammates in the fight.

"Tinya! Be careful." A worried Winema whispered.

Superman fought against Validus; even with Tyrannopede backing him up, he still proved to be the heavy hitter that he is. The Kryptonian was blasted into the floor by a green beam from the Eye.

"Incinerate him Mano...slowly." Empress ordered as Manos stood over Superman, his right hand shining brightly.

Tyrannopede charges at Validus again; the giant villain stands pat at the thundering charge before knocking the large predator alien back with a brain blast.

Seeing this, Ben 10 scrolls through the holo-ring of the Omnitrix before selecting a form and slaps the core down.

"**HUMUNGOUSAUR!" **the Vaxasaurian roared.

"Pick on someone your own size!" Humungousaur said before he tackled Validus like a football player pushing him back a few feet, but the slightly larger opponent slams his fists down on Humungousaur's back, making him grunt in pain.

Lightning Lad battles Tharok; while the Winathian zaps the Zadronian's cybernetic arm, he notices Mekt making a run for it.

"You let these guys in!" he yelled to his brother.

"My bad little bro." Mekt said with a shrug.

"Is that all you got to say?" he demanded.

"Err…good luck?" he said meekly and ran off.

And Tharok smirked, "Incidentally; you've been charging my system." He sneered and levitates a piece of the floor into the air, ready to crush Lightning Lad. But Tharok didn't get the chance as Tyrannopede smacked his large tail into the Zadronian, sending him crashing into to Mano, before he could harm Superman.

Validus spins Humungousaur by his tail and throws him, sending him crashing into the wall. Superman flies in and treat the giant to a powerful punch, knocking him to the floor. The Boy of Steel smiles proudly before he is suddenly wrapped in glowing green tentacles, courtesy of the Eye.

"Superman, it's time we saw eye to eye." Empress said as the Eye pulls him in.

Superman shot the Eye with laser vision but it bounced off harmlessly.

Empress chuckled "You don't think I'd let you get away with that twice, do you?" she asked rhetorically.

Jo Nah suddenly runs towards the Eye, "SUPER STRENGTH!" He proclaimed before he punched the Eye, sending it soaring high up and out of sight. "ICE BREATH!" the Rimborian blew freezing cold air at Empress, freezing her in a block of ice.

With a yell, Phantom Girl ran up and kicked Empress, breaking the ice and kicking her away. She smiles at Jo Nah, "You're good." She complimented.

"Thanks." Jo Nah said modestly before he turned round, "INVULNERABLE!" he exclaimed, just in time as Mano attacked him, and the Rimborian and Angtuan grapple.

"Ooh, and cute." She added with a flirty smirk.

"Looks like we're going into overtime." Humungousaur said as he, the Legionnaires, Zzok, Jo Nah, Kem and Tyrannopede gathered. "Let's win this!" With that, the heroes charged at the Fatal Five.

_"A rallying cry from the boy of many forms."_ The commentator said before Lightning Lad was smacked by Persuader, _"and Lightning Lad's down! That's another notch on the Persuader's axe. Waiting for Lightning Lad to get up, our coverage of this attack is brought to you by Little Deepzorg Snack-cakes. Little Deepzorg; the snack that made Deepzorg famous."_

Before Persuader could cut down Lightning Lad, Kem pops in and bites through the handle with his bare teeth.

_"Ohh and it's Kem the __Bismollian __back for seconds!"_

Lightning Lad blasts the Persuader, knocking him to the floor.

_"Oh and there goes Lightning Lad to finish the job!"_

Superman delivers a barrage of punches to Validus, _"This fella sure has got his work cut out for him."_ Validus smacked Superman away, just in time to blast Tyrannopede away with a red brain blast. _"Validus is one heavy hitter."_

Humungousaur takes the announcers words into account. "Gonna need a little more fire power to deal with you." Humungousaur said to the giant. "Time to go ultimate!"

The Vaxasaurian lifted up his hand and slapped the Omnitrix dial. Four prongs stuck out from the disk as a wave of emerald light covered his body. In the wake of the flash, Humungousaur's body is transformed into a massive, twenty foot tall, ankylosaurus-like creature with green skin. Black, downward pointing spikes stuck out of the sides of his face. He now possessed a dark blue, spiked shell while his chest and torso turned dark blue with spikes on them too. There was now a blue mace on the end of his tail, with accompanying silver spikes while the knuckles on its huge hands had barrels on them, and the four-pronged Ultimatrix dial is on his chest.

**"ULTIMATE HUMUNGOUSAUR!" **the hyper-evolved Vaxasaurian roared.

If Validus had visible eyes, they would've widened at Humungousaur's sudden change, as he was now at least a foot taller than he was. Validus shakes off his shock and with an angry roar he charged, but was intercepted when Ultimate Humungousaur spun around, smashing his spiked-tail into the giant beast's face. The blow stunned him long enough for the evolved Vaxasaurian to spin around again and deliver a wicked right hook that sends Validus stumbling backwards.

After recovering, an angrier Validus fires a mental lightning blast at his opponent, but Ultimate Humungousaur shields himself with his durable shell, allowing the blast to harmlessly off of it and taking Validus aback. Tyrannopede, standing by Ultimate Humungousaur, fires a sticky, pale-grey substance from his forward at Validus' feet. As the giant struggles to break free, evolved Vaxasaurian morphed his hands into bio-cannons and launched a volley of missiles at Validus, who could do nothing but futilely shield his face with his arms as the projectiles bombarded him.

"_Looks like Ben 10 and his canine companion are throwing in a little tag team action, and boy is it effective! Oh, and here comes Jo Nah of Rimbor!"_

"SUPER SPEED!" Jo Nah yelled before he became a yellow blur that sped around Validus before he was smacked away.

"_There's Zzok!"_

That's when Zzok returns the favor by smacking Validus' face with his seven tentacles by spinning them like a pinwheel. The giant was too dazed to notice Ultimate Humungousaur, with hands clasped together, charge at him before delivering a strong, double uppercut, knocking Validus into the air.

_"And that's all for Validus, down for the count!" _the announcer said before Empress was crushed under the giant's weight.

Everyone gathered around the unconscious Validus.

"She'll be feeling that in the morning." Ultimate Humungousaur quipped before he touched the dial and turns into Humungousaur, touches it again and turns into Ben 10, while Tyrannopede shrinks back into Snarl the alien wolf.

_"And there goes the queen of mean. Looks like this fight is over!"_

* * *

><p>Later, the Science Police arrived to apprehend the defeated five. Mekt was about to sneak away with the medal, when…<p>

"Mekt!"

The silver-haired Winathian turns to see his younger brother floating the the air in front of him. He was clearly upset, evident by the folded arms and sour look.

"Garth come on, I had no idea who they were." Mekt said in his defense. "All I did was make a deal with the judge so I'd come in first…for a change." He mumbled the last bit.

"Well ya did, how's it feel?" Lightning Lad asked.

"Eh, here, take it." Mekt said, offering his brother the medal. "If the judges weren't crooks, you might have even won."

"Keep your stolen medal," Lightning Lad said, pushing the medal away. "And I hope it always reminds you of what a jerk you are." He added bitterly and flew off.

Mekt looks at the medal before chuckling. "See ya around, little bro."

* * *

><p>Since the award ceremony was interrupted by the Fatal Five in the stadium, it was decided that the rest of the medals would be handed out in the Sky Box.<p>

"Today you've proven to us how valuable the Legion Of Superheroes is to the safety and well being of the United Planets," Winema said to the young heroes, "and for this, we thank you. I'd like you honor one legionnaire in particular, not just for keeping the galaxy safe, but I owe my life to this hero, thank you, Ben 10." The Bgztlian president said before she puts the medal around the brunette's neck as Phantom Girl looked at her mom in shock. All the dignitaries applaud.

"But-" Phantom Girl started but was cut off by her mother.

"And as for you young lady," Winema said and she pulled her closer for a one-armed hug, "I can't hang a medal on my own daughter, dear; it's bad politics." She explained. "You'll have to make do with my blessing, and my thanks." She smiled and Phantom Girl smiled back at her mother's words.

Winema then looks at Lightning Lad, who is smiling at the gold medal who rightfully earned. "Your friend looks good in gold. Is he single?" she asked and Ben 10 refrained from snickering.

"Mother, please." Phantom Girl said pleadingly to shut her up.

"Well, now that you've broken up with Ben 10 and Superman." She pointed out.

"Mom!" Phantom Girl whined.

"Don't you worry dear," Winema said as the mother and daughter walked away. "There are plenty of nice boys out there."

Phantom Girl turns her head to the boys; Jo Nah winked at her as they left.

"Maybe if you changed that costume of yours, something more colorful?" Winema suggested.

Unable to stand further embarrassment from her chatty mother, Phantom Girl fazed into the floor and out of sight.

**End of chapter. I hope you enjoyed it.**

**Credit to Codecrash, who's now assisting me with this story, for the idea of having Ben and PG's mom switch places with ID masks.**

**Now, some of you might be wondering why Vilgax didn't appear in this chapter. Well he's still recovering from that fight when Ben used Feedback against him. Yes, the damage is THAT bad. He'll return along with the Fatal Five for Sundown Pt2.**

**One last, I'm gonna take a break from the story so I can give my other two stories some much needed attention. Shouldn't take no more than a month.**

**So until then I'll see you next time for the next chapter, and one of my personal favorite episodes from the LOSH series, **_**"Phantoms"**_**.**

**Once again, please read and review.**


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